Restrictions on the General Partner s Authority to Sell Assets of the Partnership Group. Except as provided in Article XII and Article 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 without the approval of holders 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 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 General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner shall not do or be authorised to do anything (including acting or offering or agreeing to act as Manager) which might breach the provisions of the Act or constitute a regulated activity for the purpose of the FSMA unless it is authorised by the FSA to do so.
Restrictions on the General Partner. Prior to the Trigger Date, without the prior written consent of the holders of at least two-thirds of the outstanding Class A Units, (i) the General Partner may not withdraw as the general partner of the Partnership, (ii) the General Partner may not Transfer the General Partner Interest and (iii) no Person shall be admitted as an additional general partner of the Partnership.
Restrictions on the General Partner. The General Partner shall not on behalf of the Partnership (a) invest more than 15% of its net assets (computed at the time the investment is made) in the securities of any one company, (b) invest more than 10% of its assets (computed at cost at the time of the investment) in non-marketable or illiquid securities; or (c) invest in real estate.
Restrictions on the General Partner. Notwithstanding Section 13.3, the General Partner may undertake any of the following actions on behalf of the Partnership only with the consent of both a Majority in Interest of the Current Limited Partners and a Majority in Interest of the Preferred Limited Partners:
i) the admission of additional Partners into the Partnership; or
ii) the merger or consolidation of the Partnership with any other entity.
Restrictions on the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner shall not do or be authorised to do anything which might cause the General Partner to breach any applicable law governing the administration of funds or the management of portfolios on behalf of third parties or any provision of this Agreement.
Restrictions on the General Partner. (a) Notwithstanding the foregoing in Section 7.1 or any other provision of this Agreement, the Partnership shall be subject to the following restrictions and the General Partner shall -12 have no authority to take and shall not take any action on behalf of the Partnership in violation of any of the following restrictions:
(i) No bankruptcy or insolvency filing or similar proceeding for the Partnership may be commenced.
(ii) The Partnership and the General Partner are prohibited from creating, incurring or assuming any indebtedness other than the BOT Loan, the GMAC Loan and any subordinate financing permitted under the Loan Documents.
(iii) The Partnership and the General Partner are prohibited from liquidating or dissolving or consenting to the liquidation or dissolution, in whole or in part, of either the Partnership or the General Partner.
(iv) The Partnership and the General Partner may not consolidate, merge, or enter into any form of combination with or into any other entity or convey, transfer or lease its assets substantially as an entirety to any entity, except for a transfer of the Properties to the manager pursuant to the purchase option in the Management Agreement or permit any entity to consolidate, merge or enter into any form of combination with or into the Partnership or the General Partner, as the case may be, or convey, transfer or lease its assets substantially as an entirety to the Partnership or the General Partner, as the case may be.
(b) Notwithstanding anything in this Agreement to the contrary, the General Partner shall not have the right or the power to make any commitment or engage in any undertaking on behalf of the Partnership (i) in respect of a Major Decision (as hereinafter defined) unless and until such Major Decision has been approved in writing by all of the Limited Partners or (ii) until and unless such act has already been authorized in the Annual Business Plan then in effect . The term "Major Decision," as used in this Agreement, means any decisions with respect to the following matters:
Restrictions on the General Partner s Authority to Sell Assets of the Partnership Group or MLP Group. Except as provided in Article XII and Article 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 or approve on behalf of the Partnership the sale, exchange or disposition of all or substantially all of the assets of the MLP Group without the approval of holders 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 Group or to approve on behalf of the Partnership the mortgage, pledge, hypothecation or grant of a security interest in all or substantially all of the assets of the MLP Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group or the MLP Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.
Restrictions on the General Partner. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement, the General Partner shall not have authority to do any of the following in its name or in the name or on behalf of the Partnership, without the written consent or ratification of the specific act by all of the Limited Partners:
(i) Any act in contravention of this Agreement;
(ii) Any act that would make it impossible to carry on the ordinary business of the partnership ;
(iii) Confess a judgment against the Partnership; or
(iv) Possess Partnership assets, or assign rights in specific Partnership assets, for purposes other than a Partnership purpose;
(b) Notwithstanding anything to the contrary contained elsewhere in this Agreement, the General Partner shall not have the authority to do any of the following in the name or on behalf of the Partnership, without the written consent or ratification of the specific act by Partners owning at least eighty percent (80%) of the Percentage Interests in the Partnership:
(i) any sale, exchange, lease, or disposal of any of the Partnership's assets having a value of more than $2,000,000 in a single transaction or a series of related transactions;
(ii) any merger or consolidation of the Partnership with any Affiliate entity of the General Partner;
(iii) any purchase, exchange or other acquisition of any assets having a value of more than $2,000,000 in single transaction or a series of related transactions;
(iv) any agreement to any indebtedness, encumbrance or liability in excess of $6,600,000;
(v) the issuance of any additional Partnership interests in the Partnership without first providing the existing Partners the right to acquire such additional Partnership interests on the same terms and conditions in proportion to their existing Percentage Interests;
(vi) any quitclaim, surrender, release or abandonment of any Partnership property or interests therein except in the ordinary course of business;
(vii) the guarantee of the payment of money or the performance of any contract or obligation by any person on behalf of the Partnership;
(viii) the loan of money to a Partner or any third party; provided, however, that the consent of the Limited Partners to any such loan at the request of another Partner or Partners shall not be unreasonably withheld;
(ix) the bringing of suit in the name of or in behalf of the Partnership or the settlement, waiver or compromise of any suit brought by or on behalf of or against the Partnership where the amoun...
Restrictions on the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner shall not do or be authorised to do anything (including acting or offering or agreeing to act as General Partner or custodian of the Partnership’s assets or any risk management or portfolio management functions) which would
(a) require the General Partner to register or be authorised as an Authorised AIFM unless it is appropriately authorised, resourced and permitted to do so or (b) not be, in the reasonable determination of the General Partner, in the best interests of the Partnership and the Parallel Fund and the Partners and Parallel Fund Partners as a whole.
