Restrictions on General Partner’s Authority. (a) The General Partner may 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 this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; or (iv) amending this Agreement in any manner. (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions without the approval of the Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Enterprise Products Partners L P), Limited Partnership Agreement (Enterprise Products Partners L P)
Restrictions on General Partner’s Authority. (a) The General Partner may not, without written approval of the specific act by all of the Limited Partner Outstanding Units or by other written instrument executed and delivered by all of the Limited Partner Outstanding Units subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; or (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership.
(b) Except as provided in Articles XII XIV and XIVXVI, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions without the approval of the Limited Partnerholders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Star Gas Partners Lp), Limited Partnership Agreement (Star Gas Partners Lp)
Restrictions on General Partner’s Authority. (a) The General Partner may 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 this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; or (iv) amending this Agreement in any manner.
(b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions without the approval of the Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Enterprise Products Partners L P)
Restrictions on General Partner’s Authority. (a) The General Partner may 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 this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; or (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership.
(b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions without the approval of the Limited Partner; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Star Gas Finance Co)
Restrictions on General Partner’s Authority. (a) The General Partner may 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 this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; or (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement.
(b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions without the approval of the Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ferrellgas Finance Corp)
Restrictions on General Partner’s Authority. (a) The General Partner may 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 this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; or (iv) amending amend this Agreement in any manner.
, except as otherwise provided in this Agreement; or (v) transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement. (b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions without the approval of the Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership’s assets of the Partnership and shall not apply to any forced sale of any or all of the Partnership’s assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 1 contract
Samples: Third Amended and Restated Agreement of Limited Partnership
Restrictions on General Partner’s Authority. (a) The General Partner may 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 this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; or (iv) amending this Agreement in any manner; or (v) transferring its interest as general partner of the Partnership.
(b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions without the approval of the Limited Partner; provided, however, provided however that this provision shall not preclude or limit the General Partner’s ' s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Star Gas Partners Lp)
Restrictions on General Partner’s Authority. (a) The General Partner may 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 this Agreement, including, except as otherwise provided in this Agreementwithout limitation, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possessing possess Partnership property, or assigning assign any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting admit a Person as a Partner, except as otherwise provided in this Agreement; or (iv) amending amend this Agreement in any manner, except as otherwise provided in this Agreement; or (v) transfer its interest as general partner of the Partnership, except as otherwise provided in this Agreement.
(b) Except as provided in Articles XII XIII and XIVXV, the General Partner may not sell, exchange or otherwise dispose of or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the Partnership’s 's assets in a single transaction or a series of related transactions without the approval of the Limited Partner; provided, however, that this provision shall not preclude or limit the General Partner’s 's ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Partnership's assets of the Partnership and shall not apply to any forced sale of any or all of the Partnership's assets of the Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ferrellgas Partners L P)