Restrictions on the Authority of the General Partner. (a) Without the unanimous consent 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 carry on the business of the Partnership;
(iii) Confess a judgment against the Partnership;
(iv) Admit a Person as a General Partner; or
(v) Elect to dissolve the Partnership.
Restrictions on the Authority of the General Partner. A. Anything in this Agreement to the contrary notwithstanding, it is agreed that:
(i) the General Partner and its Affiliates shall not take any action with respect to the assets or property of the Partnership which does not benefit primarily the Partnership, including:
(a) the utilization of Partnership funds as compensating balances for the benefit of the General Partner or an Affiliate of the General Partner; and
(b) the commitment of future production from Partnership Properties;
(ii) all benefits from marketing arrangements or other relationships affecting property of the General Partner or its Affiliates and the Partnership shall be fairly and equitably apportioned according to the respective interests of each;
(iii) neither the General Partner nor any Affiliate may profit itself by Development Drilling, Identified Development Drilling or Improved Recovery operations in contravention of its fiduciary obligation to the Partnership; and
(iv) neither the General Partner nor any Affiliate shall render to the Partnership any oil field, equipage, drilling or other services nor sell or lease to the Partnership any equipment or supplies unless:
(a) such Person is engaged, independently of the Partnership and as an ordinary and ongoing business, in the business of rendering such services or selling or leasing such equipment and supplies to a substantial extent to other Persons in the oil and gas industry in addition to drilling and income programs in which the General Partner and its Affiliates have an interest;
(b) the compensation, price or rental therefor is competitive with the compensation, price or rental of other Persons in the area engaged in the business of rendering comparable services or selling or leasing comparable equipment and supplies which could reasonably be made available to the Partnership; and
(c) the drilling services are billed on either a per foot, per day or per hour rate, or some combination thereof; provided that, if such Person is not engaged in a business within the meaning of subdivision (a), then such compensation, price or rental shall be the cost of such services, equipment or supplies to such Person or the competitive rate which could be obtained in the area, whichever is less.
B. The General Partner shall not have the authority to:
(i) do any act in contravention of this Agreement or which would make it impossible to carry on the ordinary business of the Partnership;
(ii) confess a judgment against the Partnership;
(iii) poss...
Restrictions on the Authority of the General Partner. Without the approval of a majority in interest of the Limited Partners, the General Partner shall not have the authority to alter the purpose of the Partnership.
Restrictions on the Authority of the General Partner. (a) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (including by way of merger, consolidation, other combination or sale of ownership interests in the Partnership’s Subsidiaries) without the approval of holders of a Unit Majority and the General Partner; provided, however, that this provision shall not preclude or limit the ability of the General Partner to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Restrictions on the Authority of the General Partner. Subject to the provisions of this Agreement, except as herein provided, the General Partner shall not be authorized to do any of the following acts without the prior consent of all of the Partners:
A) Any act in contravention of this Agreement or the Certificate of Limited Partnership of the Company;
B) Any act which would make it impossible or impractical for the Company to conduct the ordinary business of the Company;
C) Confess judgment against the Company; or
D) Possess, sell or otherwise dispose of any property of the Company, except in the ordinary course of business.
Restrictions on the Authority of the General Partner. Notwithstanding any other provisions of this Agreement, without the Consent of the Initial Limited Partners, the General Partner shall not have the authority to:
(a) dissolve the Partnership except as provided in Section 9.1;
(b) extend the term of the Partnership except as provided in Section 2.6;
(c) amend this Agreement except as provided in Article Ten; or
(d) merge or consolidate the Partnership with any other entity.
Restrictions on the Authority of the General Partner. A. Without the Consent of all the Limited Partners, but subject to the provisions of Section 11.3, the General Partner shall not have the authority to:
(1) do any act in contravention of this Agreement;
(2) do any act that would make it impossible to carry on ordinary business of the Partnership;
(3) admit a Person as a General Partner, except as provided in this Agreement;
(4) admit a Person as Limited Partner, except as provided in this Agreement;
(5) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(6) deal or engage in transactions with, or lease or provide services to, or obtain services from, the General Partner or any of its Affiliates (whether as lender, supplier, agent, lessee, lessor, purchaser or otherwise) except on terms and conditions standard or generally prevailing in the business in which the Partnership engages; or
(7) grant or issue any gross or net participation interests or interests of an equity nature to any Person, save and except to Xxxxx Xxxxxxx pursuant to the Xxxxxxx Employment Agreement, provided, that nothing herein shall preclude the payment of incentive compensation to employees as are customary in the industry and not excessive in amount, such as those pursuant to the Partnership's Bexar County Management Incentive Compensation Plan and Non-Bexar County Management Incentive Compensation Plan, as such plans may be amended from time to time.
B. Without the Consent of a majority in interest of the Limited Partners, but subject to the provisions of Section 11.3, the General Partner shall not have the authority to sell, abandon or otherwise dispose of at any one time all or substantially all the assets of the Partnership except for a liquidation sale of a final Theatre Property or Theatre Properties remaining as a result of the sale of Theatre Properties in the ordinary course of business.
Restrictions on the Authority of the General Partner. Notwithstanding the generality of Section 3.01, without the prior approval of at least a Majority in Interest of Limited Partners, the General Partner shall not:
(a) Acquire any property (other than cash or promissory notes) in exchange for interests in the Partnership;
(b) Make, execute or deliver any adjustment, compromise or settlement of any claim against the Partnership other than in the ordinary course of business; or
(c) Encumber or xxxxx x xxxx on any asset of the Partnership other than a lien to secure payment of any borrowing permitted under Section 3.01 and specifically Subsection 3.01(d)(ii).
Restrictions on the Authority of the General Partner. (a) Notwithstanding any other provision of this Agreement, the General Partner shall not have authority to do any of the following:
(i) any act in contravention of this Agreement;
(ii) any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(iii) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose;
(iv) admit a Person as a Partner, except as otherwise provided in this Agreement;
(v) except as permitted pursuant to Section 14.2, amend or waive any provision of this Agreement;
(vi) except as otherwise permitted by this Agreement, Transfer all or any portion of its interest as the General Partner of the Partnership;
(vii) knowingly commit any act which would subject any Limited Partner to liability as a general partner in any jurisdiction in which the Partnership transacts business, except to effect the conversion of the Partnership Interests pursuant to Subsection 1.1(c); or
(viii) elect to dissolve the Partnership, except as expressly permitted herein.
(b) Notwithstanding any other provision of this Agreement, other than Subsection 6.4(h), the General Partner shall not have authority to do any of the following without the written approval (which approval may be by resolution) of the Advisory Committee:
(i) Adopt the annual budget of the Partnership Group;
(ii) Materially change the Partnership’s policies relating to credit approval levels;
(iii) Appoint the senior officers of the Partnership; or
(iv) Commence any action, claim or proceeding by or in the name of the Partnership where the same involves an amount in excess of $10,000,000 or confess a judgment against the Partnership in an amount in excess of $100,000; provided, however, that the prior approval of the Advisory Committee shall not be required in order for the Partnership to commence an action, claim or proceeding in excess of the above-mentioned amount if the General Partner determines in the exercise of its reasonable business judgment that such action, claim or proceeding is necessary to protect the interests of the Partnership in its properties or assets and the Partnership would be prejudiced by the delay in seeking approval.
(c) Notwithstanding any other provision of this Agreement, other than Subsection 6.4(h), the General Partner shall not have authority to do any of the following without the written approval (which approval may be by r...
Restrictions on the Authority of the General Partner. Notwithstanding anything in this Agreement to the contrary, 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 a Majority Interest:
(i) 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;
(ii) Sell or otherwise dispose of any material portion of the Partnership’s assets as part of a single transaction or plan;
(iii) Borrow money on the Partnership’s behalf from banks, other lending institutions, Partners, or affiliates of Partners and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Partnership to secure repayment of the borrowed sums;
(iv) Knowingly do any act in contravention of this Agreement;
(v) 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;
(vi) Confess a judgment against the Partnership in an amount in excess of $100,000;
(vii) Possess property, or assign rights in specific property, for other than a Partnership purpose;
(viii) Cause the Partnership to voluntarily take any action that would cause a bankruptcy of the Partnership; or
(ix) Cause the Company to admit any additional Partners other than pursuant to the terms of this Agreement.
