Rights and Obligations of the Limited Partners. 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.
Rights and Obligations of the Limited Partners. Section 10.1. No Participation in Management. No Limited Partner, in its capacity as such, shall take part in the management of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. Any rights expressly granted to the Limited Partners in this Agreement shall not be deemed to be rights relating to the management of the Partnership's business.
Rights and Obligations of the Limited Partners. 28 8.1 Management of the Partnership...........................................................................28
Rights and Obligations of the Limited Partners. 7.1. No Right of Management or Authority to Act 32 7.2. Limitation on Liability of Partners 32 7.3. Power of Attorney 33 7.4. Waiver of Action for Partition 34 7.5. Indemnification for Breach by Limited Partner 34 7.6. Indemnity as to Tax Withholding 35 7.7. Stockholders Agreement Obligations 35 7.8. Investment Company LP Obligation 35 continued Page 8.1. Confidentiality 36
Rights and Obligations of the Limited Partners. (a) No Limited Partner shall be personally liable, whether to the Partnership, to any of the other Partners, to the creditors of the Partnership or to any other Third Party, for any of the debts, obligations or liabilities of the Partnership or any of the losses thereof, whether arising in contract, tort or otherwise, other than (i) the amount contributed by the Limited Partner to the Partnership, (ii) the share of undistributed profits of the Partnership attributable to such Limited Partner, (iii) its obligation to make other payments expressly provided for in this Agreement and (iv) the amount of any distributions wrongfully distributed to it.
(b) No Limited Partner, as such, shall take part in the management of the business or transact any business for the Partnership. All management responsibility is vested in the General Partner (including as it may be delegated to the Manager under the Management Agreement), subject to the other terms contained in this Agreement. No Limited Partner, as such, shall have the power to sign for or to bind the Partnership.
(c) No Limited Partner shall be entitled to withdraw from the Partnership.
(d) The Bankruptcy, death, disability or declaration of incompetence of a Limited Partner shall not, in and of itself, dissolve the Partnership, but the rights of a Limited Partner to share in the profits and losses of the Partnership and to receive distributions of Partnership funds shall, on the happening of such an event, devolve upon the Limited Partner’s personal representative (as defined in the Act), subject to this Agreement, and the Partnership shall continue as a limited partnership.
(e) A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes a joinder agreement, in form and substance satisfactory to the General Partner, or a counterpart of this Agreement, (ii) executes such other documents as the General Partner and transferring Partner shall reasonably request, and (iii) is named as a Limited Partner on the books of the Partnership, including the Schedules attached hereto.
(f) Upon the occurrence of any event that would result in there being no limited partner in the Partnership, the Partnership shall not dissolve and the general partners or the personal representative of the last remaining limited partner is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such limited partner in the Partnership, ...
Rights and Obligations of the Limited Partners. 10.1 No Participation in Management; No Personal Liability. Except as expressly permitted hereunder, the Limited Partners shall not take part in the management of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. Except for any liability to the Partnership pursuant to Section 17-607 of the Act for the amount of certain distributions and as otherwise specifically provided in this Agreement, no Limited Partner shall have any personal liability, beyond the amount of such Limited Partner's Capital Contributions, whether to the Partnership, to the General Partner or to the creditors of the Partnership, including, without limitation, for the debts, obligations, expenses or liabilities of the Partnership or any of its losses.
Rights and Obligations of the Limited Partners. 14.1 Limited Liability. A Limited Partner or any Feeder Fund Investor that receives the return of any part of its Capital Contribution shall be liable to the Investment Partnership for the amount of its Capital Contribution so returned to the extent, and only to the extent, provided by the Act, except as provided in Article VI. Except as provided in Article VI or the Act, the Limited Partners and the Feeder Fund Investors shall not otherwise be liable to the Investment Partnership for the repayment, satisfaction, or discharge of the Investment Partnership’s debts, liabilities or obligations. Except as provided in the Act, no Limited Partner nor any Feeder Fund Investor shall be personally liable to any third party for any liability or other obligation of the Investment Partnership.
Rights and Obligations of the Limited Partners. 30 8.01 Management of the Partnership. . . . . . . . . . . . . . . . . . . 30 8.02
Rights and Obligations of the Limited Partners. 8.1 Management of the Partnership
8.2 Power of Attorney
8.3 Limitation on Liability of Limited Partners
Rights and Obligations of the Limited Partners. Meetings of the Limited Partners may be called by any Partner. Meetings shall be held at the place determined by the General Partner. Meetings shall be conducted in accordance with rules and regulations adopted by the General Partner consistent with the provisions of the California Revised Limited Partnership Act. The General Partner shall be free to vary any provisions of that Act with respect to meetings as fully as if the rules and regulations adopted by the General Partner were part of this Partnership Agreement and approved by each of the Partners. Limited Partners shall take no part in the control, conduct, or operation of the business of the Partnership and shall have no right or authority to act for or bind the Partnership. Limited Partners shall have the right by unanimous vote to approve or disapprove only the following matters, and no others:
(A) Election of a new General Partner;
(B) Termination and dissolution of the Partnership;
(C) Sale or transfer of the Partnership property;
(D) Subject to Section 15, the removal of a General Partner; or
(E) Subject to Section 17, the amendment of this Agreement. Each of the foregoing acts, except as provided in Section 15, shall also require the approval of the General Partner. No Limited Partner shall have the right or power to withdraw or reduce the capital contribution of the Limited Partner except on dissolution and liquidation of the Partnership. Limited Partners may consult with the General Partner on matters relating to the business of the Partnership; however, no such consultation shall constitute participation in the control of the business of the Partnership or constitute taking action on behalf of the Partnership. Limited Partners as a group shall constitute an audit committee of the Partnership, which shall have the authority and responsibility to review Partnership financial statements, tax returns, and accounting practices of the Partnership, and to make recommendations with respect to those matters.
(F) Any other matter on which the General Partner decides, in his sole discretion, to seek a vote of the Limited Partners, provided that the General Partner has received, before the vote, a written opinion of counsel that neither the vote on, nor approval of, the matter will cause the Limited Partners to participate in the control of the Partnership's business.
