Common use of Restrictions on General Partner’s Authority Clause in Contracts

Restrictions on General Partner’s Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.

Appears in 13 contracts

Samples: Limited Partnership Agreement (Freehold Properties, Inc.), Agreement of Limited Partnership (Steadfast Apartment REIT, Inc.), Agreement of Limited Partnership (Steadfast Apartment REIT, Inc.)

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Restrictions on General Partner’s Authority. The General Partner may shall not have the authority to: A. take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or which would make it impossible to carry on the ordinary business of the Partnership; B. possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose; C. do any act in contravention of applicable law; or D. perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co)

Restrictions on General Partner’s Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation, the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.following:

Appears in 2 contracts

Samples: Limited Partnership Agreement (Ventas, Inc.), Formation and Contribution Agreement (Nationwide Health Properties Inc)

Restrictions on General Partner’s Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as Partners, and may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.not, without limitation:

Appears in 2 contracts

Samples: Contribution Agreement (American Assets Trust, Inc.), Merger Agreement (American Assets Trust, Inc.)

Restrictions on General Partner’s Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.or

Appears in 2 contracts

Samples: Limited Partnership Agreement (Farmland Partners Inc.), Agreement of Limited Partnership (Farmland Partners Inc.)

Restrictions on General Partner’s Authority. A. Consent Required. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement or any action that reasonably could be expected to cause the Partnership not to qualify as a "partnership" for federal income tax purposes without the written Consent of (i) all of the Limited Partners adversely affected (including Limited Partner Interests held by the General Partner) or (ii) such lower percentage of the Partnership Limited Partner Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Camden Property Trust)

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation: (1) take any action that would make it impossible to carry on the written Consent of (i) all Partners adversely affected or (ii) such lower percentage ordinary business of the Partnership Interests held by Limited Partners Partnership, except as may be specifically otherwise provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action Agreement; (either 2) possess Partnership property, or assign any rights in its discretion or specific Partnership property, for other than a Partnership purpose except as otherwise provided in specified circumstancesthis Agreement; (3) so long admit a Person as the General Partner acts within the scope of such authority.a Partner, except as otherwise provided in this Agreement;

Appears in 1 contract

Samples: Limited Partnership Agreement (Apartment Investment & Management Co)

Restrictions on General Partner’s Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special General Partner, and may not (i) all Partners adversely affected perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) such lower percentage enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the Partnership Interests held by ability of a Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either exercise its rights to a Redemption in its discretion or full, except in specified circumstances) so long as each case with the General Partner acts within the scope written consent of such authorityLimited Partner.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Corporate Property Associates 18 Global Inc)

Restrictions on General Partner’s Authority. A. CONSENT REQUIRED. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Limited 38 Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Sl Green Realty Corp)

Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of Limited Partners holding seventy-five percent (i75%) all or more of the Percentage Interests of the Limited Partners adversely affected (including Limited Partner Interests held, directly or indirectly, by Life Storage, Inc. and the General Partner) (ii) or such lower other percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authorityAgreement).

Appears in 1 contract

Samples: Agreement of Limited Partnership (Life Storage Lp)

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Restrictions on General Partner’s Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.limitation:

Appears in 1 contract

Samples: Agreement to Contribute Capital and Escrow Instructions (Arden Realty Inc)

Restrictions on General Partner’s Authority. The Subject to Section 14.1, the General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of a majority of the Limited Partners (iincluding Limited Partnership Interests held by the General Partner) all Partners adversely affected (or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority).

Appears in 1 contract

Samples: Limited Partnership Agreement (Capstar Hotel Co)

Restrictions on General Partner’s Authority. The General Partner may not not, without written approval of the specific act by the Limited Partner or by other written instrument executed and delivered by the Limited Partner subsequent to the date of this Agreement, take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authorityAgreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Panhandle Eastern Pipe Line Co Lp)

Restrictions on General Partner’s Authority. A. CONSENT REQUIRED. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected or (ii) such lower percentage of the Limited Partnership Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Sl Green Realty Corp)

Restrictions on General Partner’s Authority. A. CONSENT REQUIRED. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement or any action that reasonably could be expected to cause the Partnership not to qualify as a "partnership" for federal income tax purposes without the written Consent of (i) all of the Limited Partners adversely affected (including Limited Partner Interests held by the General Partner) or (ii) such lower percentage of the Partnership Limited Partner Interests held by Limited Partners as may be specifically provided for under a provision of this Agreement or the Act. The preceding sentence shall not apply to any limitation or prohibition in this Agreement that expressly authorizes the General Partner to take action (either in its discretion or in specified circumstances) so long as the General Partner acts within the scope of such authority.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Camden Property Trust)

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