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.
Appears in 2 contracts
Samples: Limited Partnership Agreement (RPC Bramlage, Inc.), Limited Partnership Agreement (RPC Bramlage, Inc.)
Restrictions on Authority of the General Partner. A. Notwithstanding any other provisions of this Agreement the The General Partner shall not have no the 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:
(ia) do any willful act in contravention of this Agreement; convert property ;
(b) do any act which would make it impossible to carry on the ordinary business of the Partnership, except in connection with the dissolution, winding up and termination of the Partnership to its own useas provided by Article VII;
(c) possess Partnership property, or assign any their respective rights in specific property of the Partnership property, for other than a purpose of the PartnershipPartnership purpose;
(iid) admit a person as a Partner except as provided in this Agreement; or
(e) knowingly perform any act that would subject any Limited Partner to liability as a 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 Partnershipjurisdiction.
Appears in 1 contract
Samples: Limited Partnership Agreement (Premcor Refining Group Inc)
Restrictions on Authority of the General Partner. A. Notwithstanding any other provisions of this Agreement the The ------------------------------------------------ General Partner shall not have no the 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:
(ia) do any willful act in contravention of this Agreement; convert property ;
(b) do any act which would make it impossible to carry on the ordinary business of the Partnership, except in connection with the dissolution, winding up and termination of the Partnership to its own useas provided by Article VII;
(c) possess Partnership property, or assign any their respective rights in specific property of the Partnership property, for other than a purpose of the PartnershipPartnership purpose;
(iid) admit a person as a Partner except as provided in this Agreement; or
(e) knowingly perform any act that would subject any Limited Partner to liability as a 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 Partnershipjurisdiction.
Appears in 1 contract
Samples: Limited Partnership Agreement (Neches River Holding Corp)