Rights and Powers of the General Partner. (a) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in the management and control of the Partnership’s business. (b) The General Partner shall have the right, power and authority to request from any Limited Partner such information as the General Partner deems necessary to eliminate or reduce the exposure of the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine. (c) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership. (d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement. (e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirement.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Jamestown Invest 1, LLC), Limited Partnership Agreement (Jamestown Invest 1, LLC), Limited Partnership Agreement (Jamestown Atlanta Invest 1, LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) Except as otherwise provided herein, the General Partner in its sole discretion shall have full, complete, the full and exclusive right, power, power and authority to exercise all manage and control the powers business and affairs of the Partnership and to do make all things necessary to effectuate decisions regarding the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs business of the Partnership, and the General Partner shall have all of the rights, powers and obligations of a general partner of a limited partnership under the Act.
(ii) In addition to any other rights and powers which it may possess, and except as otherwise limited by this Agreement, the General Partner shall have specific rights and powers required or appropriate to the management of the Partnership business which are as follows:
(A) To do all acts and things in the ordinary course of business related to the business of the Partnership;
(B) To manage, develop, promote, improve, maintain and service Partnership business;
(C) To acquire and to enter into any contract or policy of liability and/or other insurance which the General Partner deems necessary and proper for the protection of the Partners and the Partnership and for the conservation of its assets or for any purpose convenient or beneficial to the Partnership;
(D) To employ from time to time persons, firms or corporations for the operation and management of the Partnership business, including, but not limited to, attorneys, accountants, advisors, supervisors, managers and personnel, consultants and engineers, on reasonable terms and for reasonable compensation;
(E) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect to the Partnership or any assets of the Partnership;
(F) To make (or elect not to make) elections under the tax laws of the United States or any other country or any state as to the treatment of Partnership income, gain, loss, deduction and credit, and as to all other relevant matters; and
(G) To perform any and all other acts or activities customary or incidental to the Partnership purposes and the foregoing powers and to execute any and all instruments to effectuate the Partnership purposes and foregoing powers.
(iii) the The General Partner, in its sole discretion, Partner shall have full, complete, all the rights and exclusive right, power, powers and authority be subject to all the liabilities of a partner in the management and control of the Partnership’s businessa partnership without limited partners.
(biv) The General Partner shall have the right, power and authority in its sole discretion, to request from any Limited Partner such information as the General Partner deems necessary to eliminate or reduce the exposure of cause the Partnership to invest in one or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject more restaurants pursuant to the express provisions of this Agreement (including provisions requiring approval of terms in the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulationDevelopment Option Agreement. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability the right to a Limited Partner as a result provide the restaurant manager(s) with equity without payment of an income tax liability incurred by such Limited Partner as a result of an action (substantial capital or inaction) loans other than service contributions to the extent permitted by the General Partner taken pursuant to its authority under this Development Option Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirement.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hops Grill & Bar Inc), Limited Partnership Agreement (Hops Grill & Bar Inc)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iiiii) for the General Partner, in its sole discretion, shall have full, complete, conduct of the business and exclusive right, power, and authority in the management and control affairs of the Partnership’s business, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner and as general partner of certain Voting Affiliated Feeder Funds.
(b) The Without limiting the generality of the foregoing, the Partnership shall have full power and authority, and the General Partner shall have the right, full power and authority to request from any Limited Partner such information as the General Partner deems necessary to eliminate or reduce the exposure of the Partnership or the Partnersauthority, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on its own behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire intoexecute, deliver or perform any contract, agreement or other undertaking that it may deem necessary or advisable for or incidental to the conduct of the business of the Partnership as contemplated by this Section 5.1, and Persons dealing with to engage in or cause the Partnership are entitled to rely conclusively onengage in all activities and transactions that it may deem necessary or advisable for or incidental to the conduct of such business, including, without in any manner limiting the rightgenerality of the foregoing, delivering, executing or performing any contract, agreement, undertaking or transaction with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power and authority of the General Partner to bind enter into other documents on behalf of the Partnership.
(dc) In exercising its authority The Partnership Representative shall be permitted to take any and all actions under this Agreementthe BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner may, but shall be under no obligation to, take into account if the tax consequences to any Limited General Partner of any action taken by itis not the Partnership Representative. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inactionshall cause another Partnership Representative to) by promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership Representative or the General Partner taken pursuant to its is actually aware) by any taxing authority under this Agreement.
(e) For against the sake of clarity and notwithstanding Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Partnership Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this AgreementSection 5.1(c) or to otherwise enable a Partnership Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Fund REIT will be managed Partnership or General Partner, and undertake any action reasonably requested by the REIT Board within Partnership or the meaning General Partner, in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative under the BBA Audit Rules.
(d) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of Section 856(a)(1) income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the exclusive authority to make any elections required or permitted to be made by the Partnership under any provisions of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue law.
Appears in 2 contracts
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.), Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement Agreement, the General Partner shall have complete and exclusive responsibility (including provisions requiring approval i) for all management decisions to be made on behalf of the Investment CommitteePartnership, and (ii) for the conduct of the business and affairs of the Partnership.
(b) Without limiting the generality of the foregoing, the Majority-in-Interest General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with 20 any Partner or Partners. The General Partner on behalf of the Partnership, may enter into and perform the governing documents of the Fund Unitholders General Partner and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any other Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the REIT Board over certain matters), (i) Partnership Law shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) The Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause the Partnership Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which the Partnership Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and exclusive right, power, and authority to exercise all the powers acts of the General Partner (and with respect to applicable tax matters, the Partnership and to do all things necessary to effectuate Representative) in carrying on the purposes business of the Partnership as set forth in Section 1.3, (ii) authorized herein shall bind the General Partnership. Each Partner shall exercise on behalf of upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable the Partnership complete discretionary authority for Representative to implement the management provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the conduct of the affairs of the PartnershipPartnership or General Partner, and (iii) undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Partnership Representative or as determined to be reasonably necessary by the Partnership’s businessPartnership Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue law.
Appears in 2 contracts
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.), Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the governing documents of the FIG Intermediate Pooling Vehicles and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and exclusive right, power, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in Section 1.3this (c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this (c) (including filing tax returns, (ii) defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or the General Partner shall exercise on behalf of Partner, and undertake any action reasonably requested by the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (ai) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner.
(j) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreement and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Act shall be construed as being exercisable by the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, absolute discretion.
(iik) the The General Partner shall exercise on behalf be the “tax matters partner” for purposes of section 6231(a)(7) of the Partnership complete discretionary authority Code. Each Partner agrees not to treat, on such Partner’s United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the management and the conduct treatment of the affairs of such item by the Partnership, and (iii) the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in the management and control of the Partnership’s business.
(b) . The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue laws.
Appears in 1 contract
Samples: Limited Partnership Agreement (Apollo Global Management LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds.
(b) Without limiting the generality of the foregoing and in addition to all other powers granted pursuant to this Agreement, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Law shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth in Section 1.3, (ii) authorized herein shall bind the General Partnership. Each Partner shall exercise on behalf upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnershipor General Partner, and (iii) undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements and any documents contemplated thereby or related thereto and (subject to any vote requirement in Section 5.2(d)(iv)) any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, absolute discretion.
(iic) the The General Partner shall exercise on behalf be the tax matters partner for purposes of Section 6231(a)(7) of the Partnership complete discretionary authority Code. Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the management and the conduct treatment of the affairs of such item by the Partnership, and (iii) the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in the management and control of the Partnership’s business.
(b) . The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Amended and Restated Agreement of Exempted Limited Partnership (Apollo Global Management LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds and certain Voting Affiliated Feeder Funds.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and (subject to any vote requirement in Section 5.2(d)) any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth in Section 1.3, (ii) authorized herein shall bind the General Partnership. Each Partner shall exercise on behalf upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnershipor General Partner, and (iii) undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue law.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds and certain Voting Affiliated Feeder Funds.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided, that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and (subject to any vote requirement in Section 5.2(d)(iv)) any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Act shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth in Section 1.3, (ii) authorized herein shall bind the General Partnership. Each Partner shall exercise on behalf upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnershipor General Partner, and (iii) undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Side Letter Agreement (Apollo Global Management LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iiiii) for the General Partner, in its sole discretion, shall have full, complete, conduct of the business and exclusive right, power, and authority in the management and control affairs of the Partnership’s business, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner and as general partner of certain Voting Affiliated Feeder Funds.
(b) The Without limiting the generality of the foregoing, the Partnership shall have full power and authority, and the General Partner shall have the right, full power and authority to request from any Limited Partner such information as the General Partner deems necessary to eliminate or reduce the exposure of the Partnership or the Partnersauthority, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on its own behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire intoexecute, deliver or perform any contract, agreement or other undertaking that it may deem necessary or advisable for or incidental to the conduct of the business of the Partnership as contemplated by this Section 5.1, and Persons dealing with to engage in or cause the Partnership are entitled to rely conclusively onengage in all activities and transactions that it may deem necessary or advisable for or incidental to the conduct of such business, including, without in any manner limiting the rightgenerality of the foregoing, delivering, executing or performing any contract, agreement, undertaking or transaction with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power and authority of the General Partner to bind enter into other documents on behalf of the Partnership.
(dc) In exercising its authority The Partnership Representative shall be permitted to take any and all actions under this Agreementthe BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner may, but shall be under no obligation to, take into account if the tax consequences to any Limited General Partner of any action taken by itis not the Partnership Representative. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inactionshall cause another Partnership Representative to) by promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership Representative or the General Partner taken pursuant to its is actually aware) by any taxing authority under this Agreement.
(e) For against the sake of clarity and notwithstanding Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Partnership Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this AgreementSection 5.1(c) or to otherwise enable a Partnership Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Fund REIT will be managed 20 Partnership or General Partner, and undertake any action reasonably requested by the REIT Board within Partnership or the meaning General Partner, in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative under the BBA Audit Rules.
(d) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of Section 856(a)(1) income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the exclusive authority to make any elections required or permitted to be made by the Partnership under any provisions of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue law.
Appears in 1 contract
Samples: Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds
(b) Without limiting the generality of the foregoing and in addition to all other powers granted pursuant to this Agreement, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of 18 the Partnership, may enter into and perform the Fund LP Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Law shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth in Section 1.3, (ii) authorized herein shall bind the General Partnership. Each Partner shall exercise on behalf upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnershipor General Partner, and (iii) undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds and the general partner of certain Voting Affiliated Feeder Funds.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided, that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and (subject to any vote requirement in Section 5.2(d)(iv)) any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Act shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth in Section 1.3, (ii) authorized herein shall bind the General Partnership. Each Partner shall exercise on behalf upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnershipor General Partner, and (iii) undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Limited Partnership Agreement (Apollo Global Management LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise have complete and exclusive responsibility (i) for all management decisions to be 702100.0030.0004 4843-4627-7593 v5 made on behalf of the Partnership complete discretionary authority and (ii) for the management and the conduct of the business and affairs of the Partnership.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the governing documents of the GCP IV Intermediate Pooling Vehicles and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership.
(iiic) The Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Partnership Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Partnership Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable a Partnership Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or the General Partner, and undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Partnership Representative or as determined to be reasonably necessary by the Partnership’s businessPartnership Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirement.or any other law. 702100.0030.0004 4843-4627-7593 v5
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iiiii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner and certain Voting Affiliated Feeder Funds. 701158.0018 4830-3854-5382 v5
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreement, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership.
(c) The Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Partnership Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Partnership Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable a Partnership Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or General Partner, and undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Partnership Representative or as determined to be reasonably necessary by the Partnership’s businessPartnership Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue law.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Asset Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership complete discretionary authority and (ii) for the management and the conduct of the business and affairs of the Partnership.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the governing documents of the GCP III Intermediate Pooling Vehicles and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership.
(iiic) The Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Partnership Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Partnership Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable a Partnership Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or the General Partner, and undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Partnership Representative or as determined to be reasonably necessary by the Partnership’s businessPartnership Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) a. Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iiiii) for the General Partner, in its sole discretion, shall have full, complete, conduct of the business and exclusive right, power, and authority in the management and control affairs of the Partnership’s business, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner and as general partner of certain Voting Affiliated Feeder Funds.
(b) The b. Without limiting the generality of the foregoing, the Partnership shall have full power and authority, and the General Partner shall have the right, full power and authority to request from any Limited Partner such information as the General Partner deems necessary to eliminate or reduce the exposure of the Partnership or the Partnersauthority, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on its own behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire intoexecute, deliver or perform any contract, agreement or other undertaking that it may deem necessary or advisable for or incidental to the conduct of the business of the Partnership as contemplated by this Section 5.1, and Persons dealing with to engage in or cause the Partnership are entitled to rely conclusively onengage in all activities and transactions that it may deem necessary or advisable for or incidental to the conduct of such business, including, without in any manner limiting the rightgenerality of the foregoing, delivering, executing or performing any contract, agreement, undertaking or transaction with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power and authority of the General Partner to bind enter into other documents on behalf of the Partnership.
c. The Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (dincluding making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) In exercising its authority under this Agreementand to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner may, but shall be under no obligation to, take into account if the tax consequences to any Limited General Partner of any action taken by itis not the Partnership Representative. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inactionshall cause another Partnership Representative to) by promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership Representative or the General Partner taken pursuant to its is actually aware) by any taxing authority under this Agreement.
(e) For against the sake of clarity and notwithstanding Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Partnership Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this AgreementSection 5.1(c) or to otherwise enable a Partnership Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Fund REIT will be managed Partnership or General Partner, and undertake any action reasonably requested by the REIT Board within Partnership or the meaning General Partner, in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative under the BBA Audit Rules.
d. Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of Section 856(a)(1) income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the exclusive authority to make any elections required or permitted to be made by the Partnership under any provisions of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue law.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund GP Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Delaware Act shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 1.35.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, (ii) defending tax audits or other similar proceedings and conducting tax planning). The General Partner shall notify the Limited Partners of the identity of the Applicable Tax Representative if a Person other than the General Partner shall exercise on behalf of is designated as the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in the management and control of the Partnership’s businessApplicable Tax Representative.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other laws.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Apollo Global Management LLC)
Rights and Powers of the General Partner. (ai) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds.
(j) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole discretion shall have fulland absolute discretion.
(k) The General Partner, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General or a Limited Partner shall exercise on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) designated by the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in be the management and control tax matters partner for purposes of Section 6231(a)(7) of the Code. Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership’s business.
(b) . The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds and certain Voting Affiliated Feeder Funds.
(b) Without limiting the generality of the foregoing, the General Partner, on behalf of the Partnership, shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or related thereto and (subject to any vote requirement in Section 5.2(d)) any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by the Act or otherwise by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Act shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth in Section 1.3, (ii) authorized herein shall bind the General Partnership. Each Partner shall exercise on behalf upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnershipor General Partner, and (iii) undertake any action reasonably requested by the Partnership or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other revenue law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Apollo Global Management, Inc.)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership in its capacity as Fund General Partner of any of the Funds.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis without the consent of the Required Voting Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Fund LP Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole discretion shall have fulland absolute discretion.
(c) The General Partner, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General or a Limited Partner shall exercise on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) designated by the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in be the management and control tax matters partner for purposes of Section 6231(a)(7) of the Code. Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership’s business.
(b) . The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: First Amended and Restated Agreement of Exempted Limited Partnership (Apollo Global Management LLC)
Rights and Powers of the General Partner. (a) Subject to the express provisions terms and conditions of this Agreement (including provisions requiring approval of the Investment CommitteeAgreement, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners; provided that the General Partner shall not have authority to cause the Partnership to borrow any funds for its own account on a secured basis. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the governing documents of the GCP II Intermediate Pooling Vehicles and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Except as otherwise expressly provided herein or as required by law, all powers and authority vested in the General Partner by or pursuant to this Agreement or the Partnership Law shall be construed as being exercisable by the General Partner in its sole discretion and absolute discretion.
(c) With respect to all taxable years to which the TEFRA Audit Rules apply, the Tax Matters Partner shall be permitted to take any and all actions under the TEFRA Audit Rules (including making or revoking all applicable tax elections) and shall have fullany powers necessary to perform fully in such capacity, completein consultation with the General Partner if the General Partner is not the Tax Matters Partner. With respect to all taxable years to which the BBA Audit Rules apply, the Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and exclusive rightshall have any powers necessary to perform fully in such capacity, powerin consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Applicable Tax Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which an Applicable Tax Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, and authority to exercise all the powers acts of the Partnership General Partner (and with respect to do all things necessary to effectuate applicable tax matters, any other Applicable Tax Representative) in carrying on the purposes business of the Partnership as set forth authorized herein shall bind the Partnership. Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 1.35.1(c) or to otherwise enable an Applicable Tax Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, (ii) defending tax audits or other similar proceedings and conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership or the General Partner shall exercise on behalf of Partner, and undertake any action reasonably requested by the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) or the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in connection with any elections made by the management and control of Applicable Tax Representative or as determined to be reasonably necessary by the Partnership’s businessApplicable Tax Representative under the BBA Audit Rules.
(bd) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the right, power and exclusive authority to request from make any Limited Partner such information as the General Partner deems necessary elections required or permitted to eliminate or reduce the exposure of be made by the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express under any provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under this Agreement.
(e) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Fund REIT will be managed by the REIT Board within the meaning of Section 856(a)(1) of the Code and no right under this Agreement shall be interpreted in a manner that interferes with such requirementor any other law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Apollo Global Management LLC)
