Common use of Purposes of the Partnership Clause in Contracts

Purposes of the Partnership. The Partnership is organized for the purposes of preserving capital and providing superior returns as discussed in the Partnership’s Amended and Restated Confidential Private Placement Memorandum, as it may be amended, restated and/or supplemented from time to time (the “Memorandum”), including, without limitation, engaging in all activities and transactions as the General Partner may deem necessary or advisable in connection therewith, including, without limitation: (a) to invest and trade in securities of any kind, including, without limitation, equities, fixed income, bank debt, distressed debt, swaps (including credit default swaps) and other derivative instruments, initial public offerings, convertible securities, listed options and equity options, shares of beneficial interest, warrants, convertible preferred obligations, over-the-counter financial instruments, bonds, notes, debentures (whether subordinated, convertible or otherwise), forward contracts, futures, money market funds, commercial paper, certificates of deposit, bankers’ acceptances, trust receipts, and other obligations, and instruments or evidences of indebtedness of whatever kind or nature of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, rights and options relating thereto, including put and call options written by the Partnership or by others (all such items being called herein a “Security” or “Securities”); (b) to engage in such other lawful Securities transactions as the General Partner may from time to time determine and as set forth in the Memorandum; (c) to utilize a variety of investment techniques including, but not limited to, purchase and sale writing of options on securities (both covered and naked options); (d) to possess, transfer, mortgage, pledge, hypothecate or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (e) to acquire a long position with respect to any Security and to make purchases or sales increasing, decreasing or liquidating such position, without any limitation as to the frequency of the fluctuation in such positions; (f) to maintain for the conduct of Partnership affairs one or more offices and in connection therewith, rent or acquire office space, and do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership; (g) to lend any of the Securities, funds or other properties of the Partnership and, from time to time, for speculative purposes or otherwise, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (h) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the General Partner may deem necessary or advisable; (i) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned beneficially by the Partnership including brokers, banks and custodians with whom the General Partner may be affiliated; and (j) to do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement

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Purposes of the Partnership. The Partnership is organized established for the purposes of preserving capital engaging in any and providing superior returns as discussed in the Partnership’s Amended and Restated Confidential Private Placement Memorandum, as it may be amended, restated and/or supplemented from time to time (the “Memorandum”), all transactions permitted under applicable law including, without limitation, investing in Securities (as hereinafter defined) and engaging in all activities and transactions as the Managing General Partner may deem necessary or advisable in connection therewith, including, without limitation: (a) to invest invest, on margin or otherwise, in (i) securities and trade in securities other financial instruments of or relating to a U.S. "mid-cap" company to be identified by the Managing General Partner or any kindsuccessor company or company that has been spun out of such company (such company, the "Company"), including, without limitation, equities, fixed income, bank debt, distressed debt, swaps (including credit default swaps) and other derivative instruments, initial public offerings, convertible securities, listed options and equity options, : common stock; preferred stock; shares of beneficial interest; American Depositary Receipts; bonds and other fixed income investments, warrants, convertible preferred obligations, over-the-counter financial instruments, bonds, notes, notes and debentures (whether subordinated, convertible or otherwise), forward contractsand (ii) derivative products relating to securities issued by the Company, futuresincluding, money market funds, commercial paper, certificates of deposit, bankers’ acceptances, trust receipts, and other obligations, and instruments or evidences of indebtedness of whatever kind or nature of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, rights without limitation: futures contracts (and options thereon) relating theretoto stock indices, including put currencies, United States Government securities and call options written by the Partnership or by others securities of non-U.S. governments, other financial instruments and all other commodities, swaps, options, warrants, repurchase agreements, reverse repurchase agreements, caps, collars, floors and forward rate agreements (all such items in clauses (i) and (ii) being called herein a "Security" or "Securities"), and to sell Securities short and cover such sales; (b) to engage in such other lawful Securities transactions as the Managing General Partner may from time to time determine and as in furtherance of the purpose set forth in the Memorandum; (c) to utilize a variety of investment techniques including, but not limited to, purchase and sale writing of options on securities (both covered and naked optionsSection 1.05(a); (d) to possess, transfer, mortgage, pledge, hypothecate or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (e) to acquire a long position with respect to any Security and to make purchases or sales increasing, decreasing or liquidating such position, without any limitation as to the frequency of the fluctuation in such positions; (f) to maintain for the conduct of Partnership affairs one or more offices and in connection therewith, rent or acquire office space, and do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership; (g) to lend any of the Securities, funds or other properties of the Partnership and, from time to time, for speculative purposes or otherwise, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (h) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the General Partner may deem necessary or advisable; (i) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned beneficially by the Partnership including brokers, banks and custodians with whom the General Partner may be affiliated; and (jc) to do such other acts as the General Partner may deem is necessary or advisable in connection with the maintenance and administration of the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Trian Fund Management, L.P.)

Purposes of the Partnership. The Partnership is organized established for the purposes of preserving capital engaging in any and providing superior returns as discussed in the Partnership’s Amended and Restated Confidential Private Placement Memorandum, as it may be amended, restated and/or supplemented from time to time (the “Memorandum”), all transactions permitted under applicable law including, without limitation, investing in Securities (as defined in Section 1.06(a)) and engaging in all activities and transactions as the General Partner may deem necessary or advisable in connection therewith, including, without limitation: (a) to invest invest, on margin or otherwise, in (i) securities and trade in securities other financial instruments of or relating to a publicly traded U.S. "large cap" consumer company (which has been identified to prospective investors by the General Partner), or any kindsuccessor company or company that has been spun out of the company (the "Company"), including, without limitation, equities, fixed income, bank debt, distressed debt, swaps (including credit default swaps) and other derivative instruments, initial public offerings, convertible securities, listed options and equity options, : common stock; preferred stock; shares of beneficial interest; American Depositary Receipts; bonds and other fixed income investments, warrants, convertible preferred obligations, over-the-counter financial instruments, bonds, notes, notes and debentures (whether subordinated, convertible or otherwise), forward contractsand (ii) derivative products relating to securities issued by the Company, futuresincluding, money market funds, commercial paper, certificates of deposit, bankers’ acceptances, trust receipts, and other obligations, and instruments or evidences of indebtedness of whatever kind or nature of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, rights without limitation: futures contracts (and options thereon) relating theretoto stock indices, including put currencies, United States Government securities and call options written by the Partnership or by others securities of foreign governments, other financial instruments and all other commodities, swaps, options, warrants, repurchase agreements, reverse repurchase agreements, caps, collars, floors and forward rate agreements (all such items in clauses (i) and (ii) being called herein a "Security" or "Securities"), and to sell such Securities short and cover such sales; (b) to engage in such other lawful Securities transactions as the General Partner may from time to time determine and as in furtherance of the purpose set forth in the Memorandum; (c) to utilize a variety of investment techniques including, but not limited to, purchase and sale writing of options on securities (both covered and naked optionsSection 1.06(a); (d) to possess, transfer, mortgage, pledge, hypothecate or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (e) to acquire a long position with respect to any Security and to make purchases or sales increasing, decreasing or liquidating such position, without any limitation as to the frequency of the fluctuation in such positions; (f) to maintain for the conduct of Partnership affairs one or more offices and in connection therewith, rent or acquire office space, and do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership; (g) to lend any of the Securities, funds or other properties of the Partnership and, from time to time, for speculative purposes or otherwise, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (h) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the General Partner may deem necessary or advisable; (i) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned beneficially by the Partnership including brokers, banks and custodians with whom the General Partner may be affiliated; and (jc) to do such other acts as the General Partner may deem is necessary or advisable in connection with the maintenance and administration of the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Trian Fund Management, L.P.)

Purposes of the Partnership. The Partnership is organized established for the purposes of preserving capital engaging in any and providing superior returns as discussed in the Partnership’s Amended and Restated Confidential Private Placement Memorandum, as it may be amended, restated and/or supplemented from time to time (the “Memorandum”), all transactions permitted under applicable law including, without limitation, investing in Securities (as herein defined) and engaging in all activities and transactions as the Managing General Partner may deem necessary or advisable in connection therewith, including, without limitation: (a) to invest invest, on margin or otherwise, in (i) securities and trade in securities other financial instruments of or relating to a global industrial company which has been identified to prospective investors by the Managing General Partner or any kindsuccessor company or company that has been spun out of such company (such company, the “Company”), including, without limitation, equities, fixed income, bank debt, distressed debt, swaps (including credit default swaps) and other derivative instruments, initial public offerings, convertible securities, listed options and equity options, : common stock; preferred stock; shares of beneficial interest; American Depositary Receipts; bonds and other fixed income investments, warrants, convertible preferred obligations, over-the-counter financial instruments, bonds, notes, notes and debentures (whether subordinated, convertible or otherwise), forward contractsand (ii) derivative products relating to securities issued by the Company, futuresincluding, money market funds, commercial paper, certificates of deposit, bankers’ acceptances, trust receipts, and other obligations, and instruments or evidences of indebtedness of whatever kind or nature of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, rights without limitation: futures contracts (and options thereon) relating theretoto stock indices, including put currencies, United States Government securities and call options written by the Partnership or by others securities of non-U.S. governments, other financial instruments and all other commodities, swaps, options, warrants, repurchase agreements, reverse repurchase agreements, caps, collars, floors and forward rate agreements (all such items in clauses (i) and (ii) being called herein a “Security” or “Securities”), and to sell Securities short and cover such sales; (b) to engage in such other lawful Securities transactions as the Managing General Partner may from time to time determine and as in furtherance of the purpose set forth in the Memorandum;Section 1.05(a); and (c) to utilize a variety of investment techniques including, but not limited to, purchase and sale writing of options on securities (both covered and naked options); (d) to possess, transfer, mortgage, pledge, hypothecate or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (e) to acquire a long position with respect to any Security and to make purchases or sales increasing, decreasing or liquidating such position, without any limitation as to the frequency of the fluctuation in such positions; (f) to maintain for the conduct of Partnership affairs one or more offices and in connection therewith, rent or acquire office space, and do such other acts as the General Partner may deem is necessary or advisable in connection with the maintenance and administration of the Partnership; (g) . The Partnership may invest all of its investable assets in, or contribute some or all of its investable assets to, a vehicle formed to lend any of make an investment, directly or indirectly, in the SecuritiesCompany, funds or other properties on behalf of the Partnership andand potentially certain funds and/or other investment vehicles managed by the Management Company (as defined in Section 2.02(b)(xiv)) (the “Investment Vehicle”). References herein to the Partnership should be construed to include the Investment Vehicle as the context may require. The Partnership will not engage in any business unrelated to its direct or indirect investment in the Company or not otherwise incidental thereto. For the avoidance of doubt, from time the Partnership shall be permitted to timedissolve, for speculative purposes or otherwise, borrow or raise funds and secure in the payment of obligations sole discretion of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (h) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Managing General Partner may deem necessary or advisable; (i) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned beneficially by the Partnership including brokers, banks and custodians with whom the General Partner may be affiliated; and (j) to do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the PartnershipPartner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Trian Fund Management, L.P.)

Purposes of the Partnership. The Partnership is organized primarily for the purposes object and purpose of preserving capital investing in Securities and providing superior returns as discussed in the Partnership’s Amended and Restated Confidential Private Placement Memorandum, as it may be amended, restated and/or supplemented from time to time (the “Memorandum”), including, without limitation, engaging in all activities and transactions as the General Partner may deem necessary or advisable in connection therewith, including, including without limitation, the following: (a) to invest and trade invest, on margin or otherwise, in securities and other financial instruments of any kinddomestic and foreign entities, including, including without limitation, equities, fixed income, bank debt, distressed debt, swaps (including credit default swaps) and other derivative instruments, initial public offerings, convertible securities, listed options and equity options, : shares of capital stock; shares of beneficial interest, warrants, convertible preferred obligations, over-the-counter partnership interests and similar financial instruments, ; bonds, notes, and debentures (whether subordinated, convertible convertible, or otherwise); secured and unsecured bank loans; currencies; commodities; interest rate, forward contractscurrency, futurescommodity, equity, and other derivative products, including without limitation, options and futures contracts relating to stock indices, equity and debt securities of non-government issuers, U.S. government securities, and securities of non-U.S. governments, currencies, other financial instruments, and all other commodities; mutual funds; U.S. and non-U.S. money market funds; obligations of the United States or any state thereof, foreign governments, and instrumentalities of any of them; commercial paper, ; and certificates of deposit; in each case, bankers’ acceptances, trust receipts, and other obligations, and instruments or evidences of indebtedness of whatever kind or nature of any person, corporation, government government, or other entity whatsoever, whether or not publicly traded or readily marketable, rights and options relating thereto, including put and call options written by the Partnership or by others marketable (all such items being called referred to herein as a “Security” or “Securities”), and to sell Securities short and cover such sales; (b) to engage in such other lawful Securities transactions as the General Partner may from time to time determine and as set forth in the Memorandum;determine; and (c) to utilize a variety of investment techniques including, but not limited to, purchase do such additional acts and sale writing of options on securities (both covered and naked options); (d) to possess, transfer, mortgage, pledge, hypothecate or otherwise deal inactivities, and to exercise all rights, powers, privileges and conduct such other incidents of ownership businesses related or possession with respect to, Securities and other property and funds held or owned by the Partnership; (e) to acquire a long position with respect to any Security and to make purchases or sales increasing, decreasing or liquidating such position, without any limitation as incidental to the frequency of the fluctuation in such positions; (f) to maintain for the conduct of Partnership affairs one or more offices and in connection therewithforegoing, rent or acquire office space, and do such other acts as the General Partner may deem necessary or advisable shall in connection with the maintenance and administration of the Partnership; (g) to lend any of the Securities, funds or other properties of the Partnership and, from time to time, for speculative purposes or otherwise, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (h) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the General Partner may deem good xxxxx xxxx necessary or advisable; (i) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned beneficially by the Partnership including brokers, banks and custodians with whom the General Partner may be affiliated; and (j) to do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement

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Purposes of the Partnership. The Partnership is organized established for the purposes of preserving capital engaging in any and providing superior returns as discussed in the Partnership’s Amended and Restated Confidential Private Placement Memorandum, as it may be amended, restated and/or supplemented from time to time (the “Memorandum”), all transactions permitted under applicable law including, without limitation, investing in Securities (as herein defined) and engaging in all activities and transactions as the Managing General Partner may deem necessary or advisable in connection therewith, including, without limitation: (a) to invest invest, on margin or otherwise, in (i) securities and trade in securities other financial instruments of or relating to a global industrial company which has been identified to prospective investors by the Managing General Partner or any kindsuccessor company or company that has been spun out of such company (such company, the “Company”), including, without limitation, equities, fixed income, bank debt, distressed debt, swaps (including credit default swaps) and other derivative instruments, initial public offerings, convertible securities, listed options and equity options, : common stock; preferred stock; shares of beneficial interest; American Depositary Receipts; bonds and other fixed income investments, warrants, convertible preferred obligations, over-the-counter financial instruments, bonds, notes, notes and debentures (whether subordinated, convertible or otherwise), forward contractsand (ii) derivative products relating to securities issued by the Company, futuresincluding, money market funds, commercial paper, certificates of deposit, bankers’ acceptances, trust receipts, and other obligations, and instruments or evidences of indebtedness of whatever kind or nature of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, rights without limitation: futures contracts (and options thereon) relating theretoto stock indices, including put currencies, United States Government securities and call options written by the Partnership or by others securities of non-U.S. governments, other financial instruments and all other commodities, swaps, options, warrants, repurchase agreements, reverse repurchase agreements, caps, collars, floors and forward rate agreements (all such items in clauses (i) and (ii) being called herein a “Security” or “Securities”), and to sell Securities short and cover such sales; (b) to engage in such other lawful Securities transactions as the Managing General Partner may from time to time determine and as in furtherance of the purpose set forth in the Memorandum;Section 1.05(a); and (c) to utilize a variety of investment techniques including, but not limited to, purchase and sale writing of options on securities (both covered and naked options); (d) to possess, transfer, mortgage, pledge, hypothecate or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (e) to acquire a long position with respect to any Security and to make purchases or sales increasing, decreasing or liquidating such position, without any limitation as to the frequency of the fluctuation in such positions; (f) to maintain for the conduct of Partnership affairs one or more offices and in connection therewith, rent or acquire office space, and do such other acts as the General Partner may deem is necessary or advisable in connection with the maintenance and administration of the Partnership; (g) . The Partnership may invest all of its investible assets in, or contribute some or all of its investible assets to, a vehicle formed to lend any of make an investment, directly or indirectly, in the SecuritiesCompany, funds or other properties on behalf of the Partnership and, from time and potentially certain funds and/or other investment vehicles managed by the Management Company (as defined in Section 2.02(b)(xiv)) (the “Investment Vehicle”). References herein to time, for speculative purposes or otherwise, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of should be construed to include the property of the Partnership; (h) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons Investment Vehicle as the General Partner context may deem necessary or advisable; (i) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned beneficially by the Partnership including brokers, banks and custodians with whom the General Partner may be affiliated; and (j) to do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnershiprequire.

Appears in 1 contract

Samples: Limited Partnership Agreement (Trian Fund Management, L.P.)

Purposes of the Partnership. (a) The purposes of the Partnership are (i) to identify potential Investments, (ii) to acquire, hold, finance, manage and dispose of Investments, (iii) pending utilization or disbursement of funds, to invest such funds in accordance with the terms of this Agreement, and (iv) to do everything necessary or desirable for the accomplishment of the above purposes or the furtherance of any of the powers herein set forth and to do every other act and thing incident thereto or connected therewith permitted by the 1915 Law. (b) The Partnership is organized for the purposes of preserving capital and providing superior returns as discussed may engage in the Partnership’s Amended and Restated Confidential Private Placement Memorandum, as it may be amended, restated and/or supplemented from time to time (the “Memorandum”), including, without limitation, engaging in all such other activities and transactions as the General Partner may deem necessary deems necessary, advisable, convenient or advisable incidental to carrying out the purpose set out in connection therewith, including, without limitation: Section II.3 (a) to invest and trade in securities of any kind, including, without limitation, equities, fixed income, bank debt, distressed debt, swaps (including credit default swaps) and other derivative instruments, initial public offerings, convertible securities, listed options and equity options, shares of beneficial interest, warrants, convertible preferred obligations, over-the-counter financial instruments, bonds, notes, debentures (whether subordinated, convertible or otherwise), forward contracts, futures, money market funds, commercial paper, certificates of deposit, bankers’ acceptances, trust receipts, and other obligations, and instruments or evidences of indebtedness of whatever kind or nature of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable, rights and options relating thereto, including put and call options written by the Partnership or by others (all such items being called herein a “Security” or “Securities”); (b) to engage in such any other lawful Securities transactions as acts or activities consistent with such purposes provided that the General Partner may from time foregoing is subject to time determine and as set forth in accordance with the Memorandum;provisions of this Agreement. (c) The Partnership shall be permitted to utilize a variety take out loans, directly or indirectly, through an investment holding company, for the purpose of investment techniques including, but not limited to, purchase (i) working capital (including paying the Partnership’s expenses and sale writing the Management Fee and providing interim financing to the extent necessary to continue investments prior to the receipt of options on securities contributions or the receipt of proceeds following sales) and or (both covered and naked options);ii) bridging finance provided that the total amount of loans taken out directly by the Partnership will never exceed twenty per cent (20%) of the value of the Partnership’s assets. (d) The Partnership as well may guarantee, or provide other security for, the indebtedness of portfolio companies and intermediate vehicles through which the Partnership makes any Investment subject to possessthe above limits. For the avoidance of doubt, transfer, mortgage, pledge, hypothecate guarantees or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned security granted by the Partnership;Partnership upon disposal of any Investment are not subject to such limits. (e) to acquire a long position with respect to The Partnership may enter into swap or forward contracts or invest in currency or currency futures or currency options or any Security and to make purchases or sales increasing, decreasing or liquidating such position, without any limitation as to the frequency of the fluctuation in such positions;other similar derivatives instruments only for hedging purposes. (f) The Partnership will mainly invest in non-listed assets not traded on a regulated market but will be allowed to maintain for the conduct of Partnership affairs one or more offices and invest in connection therewith, rent or acquire office space, and do such other acts as the General Partner may deem necessary or advisable listed assets should those listed assets be in connection with the maintenance and administration scope of the Partnership; (g) to lend any of investment strategy which focuses on the Securities, funds or other properties of the Partnership and, from time to time, for speculative purposes or otherwise, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (h) to engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the General Partner may deem necessary or advisable; (i) to enter into custodial arrangements with banks and brokers, wherever located, regarding Securities owned beneficially by the Partnership including brokers, banks and custodians with whom the General Partner may be affiliated; and (j) to do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnershipblockchain technology.

Appears in 1 contract

Samples: Limited Partnership Agreement

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