Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure of the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)):
(a) Take any action that (i) is in contravention of this Agreement or (ii) would subject any Limited Partner to liability as a general partner in any jurisdiction;
(b) Engage in any business or activity on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01;
(c) Cause or permit the Partnership to voluntarily take any action with respect to the Partnership described in clause (a)(iii), (b) or (c) of the definition of "Voluntary Bankruptcy" set forth in the Appendix attached hereto;
(d) Cause or permit the Partnership to acquire, by purchase or contribution, any property or assets that, at the time of the acquisition thereof, (i) does not constitute a Permitted Asset or (ii) is a Permitted Asset comprised of a financial asset that is in default;
(e) Cause or consent to any amendment, modification or waiver of any rights or obligations of the Partnership, or cause or give any consent to or approval or make any election on behalf of the Partnership, under any of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partner:
(i) Cause or consent to any amendment, modification or waiver of any provision of the Terra Capital Note or any of the agreements, instruments or other documents evidencing or otherwise setting forth the terms of any Demand Loan;
Restrictions on Authority of the General Partner. The Partners have set forth certain restrictions on the authority of the General Partner in Exhibit K, which is incorporated by reference and attached hereto; all references herein to Section 6.2 shall be referred to Exhibit K.
Restrictions on Authority of the General Partner. A. Notwithstanding any other provisions of this Agreement the General Partner shall have no authority to do any act required to be approved or ratified by the Limited Partners under the Act or as set forth in Section 5.02B.
B. Without the Consent of the Limited Partners, the General Partner shall have no authority on behalf of the Partnership to:
(i) do any willful act in contravention of this Agreement; convert property of the Partnership to its own use, or assign any rights in specific property of the Partnership for other than a purpose of the Partnership;
(ii) perform any act that would subject any Limited Partner to liability as general partner in any jurisdiction or any other liability except as provided for herein or under the Act; or
(iii) make any election to discontinue, liquidate or dissolve the Partnership.
Restrictions on Authority of the General Partner. (a) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the written consent of each of the Limited Partners, the General Partner shall not have the authority to:
(i) do any act in contravention of this Agreement;
(ii) do any act which would make it impossible to achieve the purposes of the Partnership;
(iii) possess Partnership assets, or assign rights in specific Partnership assets, for other than a Partnership purpose;
(iv) admit a Person as a General Partner;
(v) sell, whether through one or a series of transactions, all or substantially all of the assets or property of the Partnership; or
(vi) issue new Interests in the Partnership.
(b) Notwithstanding anything contained in this Agreement to the contrary, but subject to Section 12.4(d) hereof, without the consent of the Partners holding at least sixty-six and two-thirds percent (66 2/3%) of the Interests, the General Partner shall not have the authority to:
(i) in any 12 month period, and except as may be specifically authorized by Sections 12.4(b)(ii) through (xi) in respect of intangible assets of the Partnership, sell or cause to be sold any asset or real property of the Partnership, whether through one or a series of transactions, having a fair market value in excess of $10,000,000 in the aggregate;
(ii) permit or cause the Partnership to make any loans, advances or contributions to any Person or guarantee the obligations of any Person;
(iii) change or reorganize the Partnership into any other legal form, enter into any joint venture or partnership, or consolidate, convert or merge with or acquire any other entity;
(iv) engage in any business other than the Business, except as described in subsection (vi) hereof;
(v) incur any indebtedness, including any:
(1) indebtedness (other than trade liabilities incurred in the ordinary course of Business) for money borrowed or for the deferred purchase price of money or services in excess of an aggregate of $10,000,000 outstanding at any one time;
(2) reimbursement obligation under any letter of credit or banker's acceptance;
(3) obligation under any capital lease;
(4) obligation with respect to interest rate or currency swap or similar hedging agreement, in excess of an aggregate of $10,000,000 outstanding at any one time; or
(5) indebtedness pursuant to any refinancing of all or a portion of the Senior Obligations;
(vi) make any equity or debt investment in any other entity other than Permitt...
Restrictions on Authority of the General Partner. The General Partner shall not do any of the following:
10 15 (a) Act in contravention of this Agreement;
Restrictions on Authority of the General Partner. Without the vote of a Majority in Interest, the General Partner shall not have the authority to, and covenants and agrees that it shall not:
(a) knowingly do any act in contravention of this Agreement;
(b) knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(c) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(d) merge or consolidate the Partnership with, or sell, assign, lease or otherwise dispose of (whether in a transaction or in a series of transactions) all or substantially all of the Partnership property (whether now owned or hereafter acquired) to any Person;
(e) convert the Partnership into any other form of entity allowed by Section 265 of the Delaware General Corporate Law or any other Applicable Law; or
(f) cause or permit the U.S. federal income tax classification of the Partnership to change from that of an association taxable as a corporation.
Restrictions on Authority of the General Partner. The Partnership shall not and the General Partner shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the consent of the MCI Partner:
(a) the amendment of the Partnership’s certificate of limited partnership or this Agreement;
(b) the merger or consolidation of the Partnership with or into any other Person;
(c) the dissolution or voluntary reorganization, liquidation or declaration of bankruptcy or insolvency of the Partnership;
(d) the redemption or other repurchase by the Partnership of any Interests;
(e) the payment by the Partnership of any distributions in respect of any Interests (i) in any form other than cash or (ii) in any manner other than to the Partners in accordance with their respective Percentage Interest;
(f) the sale, lease, exchange, mortgage, pledge or other Transfer of assets of the Partnership in an amount in excess of fifty percent (50%) of the book value of the Partnership’s assets at the time of the Transfer;
(g) the Partnership’s incurring of indebtedness (other than trade payables) or capital lease obligations in an aggregate amount in excess of $10,000,000 in any Fiscal Year;
(h) the Partnership’s making loans to or guaranties for the benefit of third parties in an aggregate amount in excess of $10,000,000 in any Fiscal Year
(i) the Partnership’s acquisition of the assets of, or ownership interests in, any Persons at an aggregate cost in excess of $10,000,000 in any Fiscal Year;
(j) the Partnership’s entering into joint ventures or similar business arrangements with any Persons at an aggregate cost in excess of $10,000,000 in any Fiscal Year;
(k) the Partnership’s entering into any contract or agreement with HMA or an Affiliate of HMA; provided, however, that the MCI Partner’s consent will not be unreasonably withheld upon demonstration by reasonable documentary evidence that the terms and conditions of such contract or agreement are fair market value and no less favorable to the Partnership than the terms and conditions which would have been contained in such contract or agreement had it been entered into with an unaffiliated Person;
(l) the Partnership’s entering into any business other than the provision of acute care hospital services and ancillary services incidental thereto; or
(m) cause the Partnership to (A) fail to be taxed as a partnership for federal income tax purposes, including causing the Partnership to file an election with the Internal Revenue Service ...
Restrictions on Authority of the General Partner. The General Partner shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the unanimous consent of the Partners: (a) Cause or permit the Partnership to engage in any activity that is not consistent with the purposes of the Partnership as set forth in Section 1.3 hereof; (b) Knowingly do any act in contravention of this Agreement; (c) Knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (d) Confess a judgment against the Partnership in an amount in excess of $100,000 or settle, compromise or otherwise dismiss lawsuits or other judicial or administrative proceedings against the Partnership that will result in a liability to the Partnership or to the Investor in excess of $100,000; (e) Possess Property, or assign rights in specific Property, for other than a Partnership purpose; (f) Knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; (g)Cause the Partnership to take voluntarily any action that would cause a Bankruptcy of the Partnership; (h) Cause a significant change in the nature of the Partnership's business or amend, modify or waive any material rights of the Partnership with respect to any Permitted investment if such amendment, modification or waiver would result in a material adverse effect on the Partnership's interest in such Permitted Investment; (i) Cause the Partnership to admit any additional Partners or issue any additional Partnership Interests other than pursuant to Section 10.6 hereof or to effect any redemption or retirement of any part of an Interest (other than a retirement pursuant to Section 10.8 (b) or 12.2 hereof); (j) Cause the Partnership to incur, assume, or obligate itself by contract for any Debt, except that the Partnership may incur, assume or obligate itself by contract for (i) liabilities arising by operation of law, (ii) liabilities described in Section 5.6 (b) hereof, (iii) current trade liabilities incurred in the ordinary course of the Partnership's trade or business and payable in accordance with customary practices, (iv) liabilities described in Section 5.3 (n) hereof, and (v) liabilities assumed by the Partnership pursuant to the Transaction Documents; (k) [Intentionally omitted]; (1)
Restrictions on Authority of the General Partner. Anything in this Agreement to the contrary notwithstanding, the General Partner shall have no authority to:
(A) Take any action on any matter with respect to which approval of a Majority Interest (or any applicable greater percentage) is specifically required under this Agreement without such approval having occurred;
(B) Cause the Partnership to commit those acts prohibited by Article 3; or
(C) Cause the Partnership to make loans to the General Partner or its Affiliates.
Restrictions on Authority of the General Partner. (a) The General Partner shall have no authority, without the approval of all the Limited Partners, to:
(i) do any act in contravention of this Agreement;
(ii) do any act that would make it impossible to carry on the ordinary business of the Fund;
(iii) possess any of the Fund’s property or assign, pledge or hypothecate the Fund’s rights in specific property for other than the purposes of the Fund; or
(iv) perform any act, unless specifically required by the terms of this Agreement, that would subject any Limited Partner to liability as a general partner in any jurisdiction.
(b) The General Partner shall have no authority, without the approval of Limited Partners holding at least a majority of the Units held by Limited Partners, to change the investment objective of the Fund as specified in Section 2.5 hereof.
(c) In the event that the requisite approval of Limited Partners shall be obtained under this Section 3.5, the General Partner shall amend this Agreement to the extent necessary to reflect any such action. Nothing in this Section 3.5 shall preclude a dissolution of the Fund in accordance with this Agreement.
