Rights and Duties of the Partners. 0.0. Xxxxx A and Party B for the purposes of fulfillment hereof:
4.1.1. Develop investment activity for its economic and technical projects.
4.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment programs.
4.1.3. Acquire export-import quotas and licenses for export and import of commodities and products.
4.1.4. Provide each other with all necessary legal, financial and other documents, related to the fulfillment hereof.
4.1.5. Invest money in their own projects during validity hereof according to their current legislation.
4.1.6. Xxxxxx out economic activity to fulfill own investment programs, make debt liquidation on all kinds of expenses, payment of commodities and services, transfers facilities for payment of salaries and other types of rewards, cover all kinds of charges.
4.1.7. Attract other legal entities and individuals for the fulfillment of their investment programs under the present Agreement at their sole decision.
4.1.8. Are to provide each other with necessary assistance.
4.1.9. Are to follow and observe the terms and conditions hereof.
4.1.10. Are obligated to keep in a secret all business, technical and commercial information related to implementation hereof.
4.1.11. Can invest additional investments during the validity period of the present Agreement, and also can carry out reinvestment in primary investment projects and other investment and reinvestment objects.
4.2. The Party A for the purposes of fulfillment hereof:
4.2.1. Develops the directions of own investment activity with its economic and technical ground.
4.2.2. Concludes contracts, agreements, and other agreements necessary for realization of its investment programs.
4.2.3. Acquires export-import quotas and licenses for export and import of commodities and products.
4.2.4. Provides Party B with all necessary legal, financial and other documents, related to the fulfillment hereof.
4.2.5. Can invest money during validity of this Agreement according to the current legislation.
4.2.6. Carries out economic activity to fulfill own investment programs, makes debt liquidation on all kinds of expenses, payment of commodities and services, got by each of the Parties, transfers facilities for payment of salaries and other types of rewards, finance all kinds of charges.
4.2.7. Attracts other legal entities and individuals for realization of the investment programs under the present Agreement.
4.2.8. Attracts investments and financial assets,...
Rights and Duties of the Partners. (a) The Limited Partners shall not participate in the control of the business of the Partnership and shall have no power to act for or bind the Partnership. The Limited Partners shall have the right to approve certain actions proposed to be taken by the General Partner and certain voting rights, all as set forth herein.
(b) Subject to Delaware Law, no Limited Partner shall be liable for losses or debts of the Partnership beyond the aggregate amount such Partner is required to contribute to the Partnership pursuant to this Agreement plus such Partner’s share of the undistributed net profits of the Partnership, except that nothing in this Subsection 6.1(b) shall limit any liability, obligation or claim incurred by a Limited Partner in its capacity as General Partner at such time as it was acting as the General Partner of the Partnership.
Rights and Duties of the Partners. (a) The Limited Partners shall not participate in the control of the business of the Partnership and shall have no power to act for or bind the Partnership. The Limited Partners shall have the right to approve certain actions proposed to be taken by the General Partner and certain voting rights, all as set forth herein.
(b) Pursuant to Delaware law (and provided that such Limited Partner does not, in addition to the exercise of its rights and powers as a Limited Partner, take part in the control of the business of the Partnership), each Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner is required to contribute to the Partnership pursuant to this Agreement plus such Partner’s share of the undistributed net profits of the Partnership, except that a Partner may be liable under Delaware law to repay certain distributions received by it.
Rights and Duties of the Partners. (a) The Limited Partner as limited partner in the Partnership shall not participate in the control of the business of the Partnership and shall have no power to act for or bind the Partnership.
(b) Pursuant to Pennsylvania law, the Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner is required to contribute to the Partnership pursuant to this Agreement plus its share of the undistributed net profits of the Partnership, except that a Partner may be liable under Pennsylvania law to repay certain distributions received by it.
Rights and Duties of the Partners. (a) The Limited Partners as limited partners in the Partnership shall not participate in the conduct, control or management of the business of the Partnership, and the Limited Partners shall have no power to act for or bind the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the conduct, control or management of the business of the Partnership described in this Agreement, which conduct, control and management shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 6.1(a) or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership, may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
(b) Pursuant to Pennsylvania law, each Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner has contributed to the Partnership pursuant to this Agreement plus his share of the undistributed net profits of the Partnership, except that a Partner may be liable under Pennsylvania law to repay certain distributions received by it.
Rights and Duties of the Partners. 3.1. Party-A and Party-B for the purpose of fulfillment hereof:
3.1.1. Develop investment activity for their economic and technical projects.
3.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment programs.
3.1.3. Provide each other with all necessary legal, financial and other documents, related to the fulfillment hereof.
3.1.4. Invest money in their own projects during validity hereof according to their current legislation.
3.1.5. Carry out economic activity to fulfill own investment programs.
3.1.6. Attract other legal entities and individuals for the fulfillment of their investment programs under the present Agreement at their sole decision.
3.1.7. Agree to provide each other with necessary assistance.
3.1.8. Agree to follow and observe the terms and conditions hereof.
3.1.9. Agree to keep in a secret all business, technical and commercial information related to implementation hereof.
Rights and Duties of the Partners. (a) The Limited Partners as limited partners in the Partnership shall not participate in the conduct, control or management of the business of the Partnership, and the Limited Partners shall have no power to act for or bind the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the conduct, control or management of the business of the Partnership described in this Agreement, which conduct, control and management shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 6.1(a) or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership, may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
(b) Pursuant to Delaware law, each Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner has contributed to the Partnership pursuant to this Agreement plus his share of the undistributed net profits of the Partnership, except that a Partner may be liable under Delaware law to repay certain distributions received by it.
Rights and Duties of the Partners. (a) The Limited Partners as limited partners in the Partnership shall not participate in the control of the business of the Partnership, and the Limited Partners shall have no power to act for or bind the Partnership. The General Partners not constituting a Managing General Partner shall have no power to act for or bind the Partnership, other than pursuant to a GP Action.
(b) Without in any way limiting (a) above, GP Corp shall resolve any questions arising regarding the interpretation or terms of the management incentive agreements (described in Part I of Schedule 3.18 of the Recapitalization Agreement).
(c) Pursuant to Pennsylvania law, each Limited Partner shall not be liable for losses or debts of the Partnership beyond the aggregate amount such Partner has contributed to the Partnership pursuant to this Agreement plus his share of the undistributed net profits of the Partnership, except that a Partner may be liable under Pennsylvania law to repay certain distributions received by it.
(i) If any Person or Persons that directly or indirectly own in the aggregate 51% of the outstanding Partnership Interests (the "Selling Persons") desire to Transfer, directly or indirectly, all or any portion of the Partnership Interests owned by such Selling Persons to any third party (a "Buyer") (other than to an Affiliate of such Selling Person) in accordance with the terms of this Section 6.1(d) pursuant to a bona fide written offer to purchase such Partnership Interests (a "Bona Fide Offer"), the Selling Persons shall have the right to require all other Partners (the "Non-Selling Partners") to sell to the Buyer, at the same price and on the same terms and conditions as reflected in the Bona Fide Offer, up to the same percentage of the Partnership Interests owned by such Non-Selling Partners as the Partnership Interests to be sold by the Selling Persons to the Buyer represent with respect to the Partnership Interests owned by such Selling Persons immediately prior to the sale of any of the Partnership Interests to the Buyer.
(ii) The Selling Persons may exercise their rights pursuant to this Section 6.1(d) by notifying the Non-Selling Partners (a "Selling Notice") within seven days of its receipt of a Bona Fide Offer of its intention to require the Non-Selling Partners to sell Partnership Interests to the Buyer. Such Selling Notice shall specify the name of the proposed transferee, the price to be paid for the Partnership Interests, the percentage of Partnership Inte...
Rights and Duties of the Partners. 3.1. Party-A and Party-B for the purposes of fulfilment hereof:
3.1.1. Develop investment activity for its economic and technical projects.
3.1.2. Conclude contracts, agreements, and other agreements necessary for realization of their investment programs.
3.1.3. Acquire export-import quotas and licenses for export and import of commodities and products.
3.1.4. Provide each other with allnecessarylegal, financial and otherdocuments, relatedtothefulfilment hereof.
3.1.5. Invest money in their own projects during validity hereof according to their current legislation.
3.1.6. Xxxxxx out economic activity to fulfil own investment programs, make debt liquidation on all kinds of expenses, payment of commodities and services, transfers facilities for payment of salaries and other types of rewards, cover all kinds of charges.
3.1.7. Attract other legal entities and individuals for the fulfilment of their investment programs under the present Agreement at their sole decision.
3.1.8. Are to provide each other with necessary assistance.
3.1.9. Are to follow and observe the terms and conditions hereof.
3.1.10. Are obligated to keep in a secret all business, technical and commercial information related to implementation hereof.
3.1.11. Can invest additional investments during the validity period of the present Agreement, and also can carry out reinvestment in primaryinvestmentprojects and other investmentand reinvestment objects.
Rights and Duties of the Partners. Management
4.1 The General Partner has exclusive responsibility for the management and control of the business and affairs of the Limited Partnership and (subject to the terms of this Agreement):
a. has the power and authority to do all things necessary to carry out the Business of the Limited Partnership;
b. must devote as much of its time and attention as is reasonably required for the management of the business of the Limited Partnership;
c. must procure that all filings and registrations required in relation to the Limited Partnership pursuant to the Limited Partnerships Act are promptly made; and
d. must operate the Limited Partnership in accordance with the Limited Partnerships Act and this Agreement.
4.2 Subject to clauses 4.3 and 7.1, and the Limited Partnerships Act, the General Partner may delegate its authority and powers given to it pursuant to this Agreement to such person or persons as it may reasonably select and appoint. The General Partner remains liable for the acts and omissions of its delegates as if those acts and/or omissions were those of the General Partner.
