Rights Powers and Duties of the General Partner. Section 5.1 Management and Control of the Partnership; Tax Matters Partner
Rights Powers and Duties of the General Partner. Section 5.1 Management and Control of the Partnership; Tax Matters Partner A. Subject to the Majority Vote of the Investors when required by this Agreement, the General Partner shall have the exclusive right to manage and control the business of the Partnership. B. No Limited Partner or Investor (except one who may also be a General Partner, and then only in his capacity as General Partner) shall have the right to participate in the control of the business of the Partnership, or have any authority or right to act for or bind the Partnership. C. The General Partner is hereby designated to serve as the Partnership's Tax Matters Partner and shall have all of the powers and responsibilities of such position as provided in Sections 6221 et seq. of the Code. All third party costs and expenses incurred by the General Partner in performing its duties as Tax Matters Partner shall be borne by the Partnership, as shall all expenses incurred by the Partnership and/or the Tax Matters Partner in connection with any tax audit or tax-related administrative or judicial proceeding. Each Partner and Investor shall be responsible for all costs incurred by such Partner or Investor with respect to any tax audit or tax related administrative or judicial proceeding in connection with such Partner's or Investor's tax returns and all costs incurred by any such Partner or Investor who participates in any tax audit or tax-related administrative or judicial proceeding of or against the Partnership or any Partner. Each Partner and Investor hereby (i) expressly authorizes the Tax Matters Partner to enter into any settlement with the Internal Revenue Service with respect to any tax matter, tax item, tax issue, tax audit, or judicial proceeding, which settlement shall be binding on all Partners and Investors; (ii) waives the right to participate in any administrative or judicial proceeding in which the tax treatment of any Partnership item is to be determined; and (iii) agrees to execute such consents, waivers or other documents as the Tax Matters Partner may determine are necessary to accomplish the provisions of this Section 5.1C. The Tax Matters Partner shall have no liability to any Partner or Investor or the Partnership, and shall be indemnified by the Partnership to the full extent provided by law, for any act or omission performed or omitted by it within the scope of the authority conferred on it by this Agreement, except for acts of negligence or for damages arising from any misre...
Rights Powers and Duties of the General Partner. Section 5.01. Authority of the General Partner to Manage the Partnership.
Rights Powers and Duties of the General Partner. Section 4.1 Management and Control of the Partnership The General Partner shall have all the rights, powers and obligations of a general partner of a limited partnership under the Act. Except as otherwise provided in Section 4.3, the General Partner shall have the right and obligation ----------- to manage and control the business and affairs of the Partnership and to make the following decisions on behalf of the Partnership:
Rights Powers and Duties of the General Partner. OFFICERS; OUTSIDE ACTIVITIES OF PARTNERS
Rights Powers and Duties of the General Partner. Section 6.1 Name and Address. Lyondell GP shall be the general partner of ---------------- the Partnership. The place of business of the General Partner is One Houston Center, 2 Greenville Cross, 0000 Xxxxxxx Xxxx, Suite 238, Greenville, Delaware 19807.
Rights Powers and Duties of the General Partner. 8.1 Subject to the other provisions of this Agreement, the conduct and control of the business and affairs of the Limited Partnership shall be vested exclusively in the General Partner, which shall have all powers necessary or incidental to such conduct or control. It is the intention of the Partners that the General Partner have sole responsibility for the management of the business and affairs of the Partnership. Notwithstanding any contrary provision elsewhere contained in this Agreement, the General Partner shall have a fiduciary duty as General Partner to the Limited Partners, and the General Partner shall exercise its power and authority only in such manner as is consistent with such fiduciary duty.
Rights Powers and Duties of the General Partner. The overall ------------------------------------------------ management and control of all aspects of the business and affairs of the Partnership shall be vested exclusively in the General Partner. The General Partner shall have all the rights and powers of a general partner as provided in the Law and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Except as expressly set forth herein, no decision shall be made or action taken with respect to the Partnership unless such decision or action has been approved by the General Partner. The General Partner is hereby authorized to delegate, and hereby delegates, to the Manager (as defined in Section 5.06) all of its powers and authority to manage the business and affairs of the Partnership. The General Partner, through the Manager, shall conduct the day-to-day operations of the Partnership and shall use good faith efforts to carry out the business of the Partnership as set forth herein. The General Partner, through the Manager, will have all the specific rights and power required or appropriate to the operation, management and disposition of the business of the Partnership which, by way of illustration, but not by the way of limitation, shall include the right and power to:
Rights Powers and Duties of the General Partner. 11 Section 5.1 Management and Control of the Partnership 11 Section 5.2 Authority of the General Partner 11 Section 5.3 Restrictions on the Authority of the General Partner 13 Section 5.4 Duties and Obligations of General Partner 14 Section 5.5 Compensation of the General Partner 15 Section 5.6 Other Businesses of Partners 15 Section 5.7 Indemnification of the General Partner and Its Affiliates 15 ARTICLE SIX TRANSFERABILITY OF GENERAL PARTNER'S PARTNERSHIP UNITS 16 Section 6.1 Admission of Successor or Additional General Partner 16 Section 6.2 Removal of the General Partner; Designation of a Successor General Partner 16 Section 6.3 Incapacity, Removal or Resignation of a General Partner 17 Section 6.4 Liability of a Withdrawn General Partner 18 Section 6.5 Restrictions on Transfer of General Partner's Partnership Units 18 Section 6.6 Consent of Limited Partners to Admission of Successor or Additional General Partners 18 ARTICLE SEVEN TRANSFER OF LIMITED PARTNERS' PARTNERSHIP UNITS; ADMISSION OF SUBSTITUTED LIMITED PARTNERS 18 Section 7.1 Transfer of Partnership Units 18 Section 7.2 Substituted Limited Partners 19 ARTICLE EIGHT DISSOLUTION, LIQUIDATION AND TERMINATION OF THE PARTNERSHIP 20 Section 8.1 Events Causing Dissolution 20
Rights Powers and Duties of the General Partner. Section 5.1 Business Management and Control..................................................................... 9 Section 5.2 Duties and Obligations.............................................................................. 9 Section 5.3 Indemnification..................................................................................... 9 Section 5.4 Liability of the General Partner to Limited Partners................................................ 10 Section 5.5 Limited Partners' Right to Restrict General Partner's Authority..................................... 10 Section 5.6
