Rights Powers and Obligations of the General Partner. (a) The General Partner will have all of the rights, powers and obligations that may be possessed by a general partner pursuant to the Partnership Act and such rights, powers and obligations otherwise conferred by law. Without limiting the generality of Section 8.1, but subject to the limitations set out elsewhere in this Agreement, the General Partner has full power and authority for and on behalf of and in the name of the Partnership: (i) to enter into agreements by or on behalf of the Partnership involving matters or transactions that are within the ordinary course of the Business of the Partnership; (ii) to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Business of the Partnership or ancillary thereto, and to ensure that the Partnership complies with all necessary reporting and administrative requirements, including, without limitation, those set out in this Agreement; (iii) to manage, administer, conserve, develop, operate and dispose of (subject to the provisions of Subsection 8.2(e)) any and all assets of the Partnership, to determine the allocation of the Partnership’s funds between the categories of Buildings and in general to engage in any and all aspects of the Business of the Partnership; (iv) to employ such persons necessary or appropriate to carry out the business and affairs of the Partnership and/or to assist it in the exercise of its powers and the performance of its duties hereunder and to pay such fees, expenses, salaries, wages and other compensation to such persons as it shall in its sole discretion determine; (v) to make any and all expenditures and payments which it, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement; (vi) to open and operate one or more bank accounts in order to deposit and to distribute funds of the Partnership and to appoint from time to time signing officers and to draw cheques and other payment of monies, provided Partnership funds are not commingled with the General Partner’s funds or the funds of any other entity; (vii) to file income and other tax returns, information forms and other returns required by any governmental or like authority; (viii) to keep adequate books and records reflecting the activities of the Partnership; (ix) subject to the provisions of Sections 3.8 and 4.4 and Article 5, to admit any person as a Limited Partner; (x) to make any election, determination, or designation that may be made under the Tax Act or any other fiscal legislation and any and all applications for governmental grants or other incentives; (xi) to execute any and all deeds, documents and instruments and to do all acts as may be necessary or desirable in the opinion of the General Partner to carry out the intent and the purpose of this Agreement; (xii) to pay, on behalf of the Partnership, commissions, fees and expenses to service providers, including persons responsible for introducing the Partnership to purchasers of Units; (xiii) to engage the Advisor to provide the Advisory Services; (xiv) to engage consultants to assist, where appropriate, with the evaluation, development, or marketing of prospective properties, Buildings and other investment opportunities; (xv) to appoint and rescind the appointment of agents of the Partnership and grant and revoke powers of attorney of the Partnership; (xvi) to commence and/or defend any and all actions and/or proceedings in connection with the Partnership; (xvii) to engage such counsel, auditors and other professionals or other consultants as the General Partner considers advisable in order to perform its duties hereunder and to monitor the performance of such advisors; (xviii) to execute and file with any governmental body any documents necessary and appropriate to be filed in connection with the Business of the Partnership or in connection with this Agreement; (xix) to grant security, encumbrances or restrictions on behalf of the Partnership; (xx) to raise capital on behalf of the Partnership in accordance with this Agreement; (xxi) to develop and implement all aspects of the Partnership’s communications, marketing and distribution strategy; (xxii) to identify prospective investment Properties or other projects and to monitor the identification, acquisition, development and management of such investments of the Partnership; (xxiii) to execute and file with any governmental body or stock exchange, any document necessary or appropriate to be filed in connection with such investment; (xxiv) to distribute property of the Partnership in accordance with the provisions of this Agreement; and (xxv) file, on behalf of the Partnership and each Limited Partner, in respect of such Limited Partner’s interest in the Partnership, any information return required to be filed in respect of the activities of the Partnership under the Tax Act or any other taxation or other legislation or laws of like import of Canada or any province or jurisdiction. (b) Subject to Section 8.6 concerning administration expenses, the General Partner may itself render additional services, provided that such additional services rendered by the General Partner or by any other party associated with the General Partner are performed pursuant to a written agreement and are charged to the Partnership at rates consistent with those of a third party dealing at arm’s length with the General Partner and furnishing similar services. (c) The General Partner will have the power on behalf of the Partnership and of each Limited Partner to make, in respect of the Partnership and of any Limited Partner’s interest in the Partnership, any and all elections, determinations or designations under the Tax Act or any other taxation or other legislation or laws of like import of Canada or of any province or jurisdiction. (d) The General Partner shall file, in a timely manner, on behalf of itself and the Limited Partners, annual Partnership information returns and any other information returns required to be filed under the Tax Act and any other applicable tax legislation in respect of Partnership matters, except to the extent that such information returns may have to be completed or filed by the Limited Partners themselves and the filing requirements cannot be satisfied by one information return filed by the General Partner. (e) Unless authorized by a Special Resolution, the General Partner will not be entitled to dissolve the Partnership or wind up the Partnership’s affairs, except as provided herein. (f) The commission payable by the Partnership to persons responsible for introducing the Partnership to purchasers of Units shall not exceed 6% of the gross sale price for such Units. No such commission may be paid to persons who are members of the Woodfine Group. (g) The General Partner shall pay to the Promoter out of the proceeds received by the Partnership from each Offering of Units an amount equal to 1% of the gross sale price of the Units sold in such Offering.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Rights Powers and Obligations of the General Partner. (a) The General Partner will have all of the rights, powers and obligations that may be possessed by a general partner pursuant to the Partnership Act and such rights, powers and obligations otherwise conferred by lawApplicable Law. Without limiting the generality of Section 8.1, but subject to the limitations set out elsewhere in this Agreementanything herein, the General Partner has full power will be vested with the following rights and authority for powers and on behalf of and in shall have the name of following obligations, as the Partnershipcase may be:
(i) to participate in the Arrangement as contemplated by the Arrangement Agreement and the Plan of Arrangement;
(ii) to negotiate, enter into and perform agreements by or on behalf of the Partnership involving matters or transactions that are within the ordinary course of the Business of the PartnershipBusiness;
(iiiii) to manage, control control, administer and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Business of the Partnership or ancillary thereto, and to ensure that the Partnership complies with all necessary reporting and administrative requirements, including, without limitation, those set out in this Agreement;
(iii) to manage, administer, conserve, develop, operate and dispose of (subject to the provisions of Subsection 8.2(e)) any and all assets of the Partnership, to determine the allocation of the Partnership’s funds between the categories of Buildings and in general to engage in any and all aspects of the Business of the Partnership;
(iv) subject to employ such persons necessary subsection 8.3(d), to sell, transfer, assign and convey, for and on behalf of the Partnership, all or appropriate to carry out any part of the business and affairs property or assets of the Partnership and/or to assist it in on such terms and conditions as the exercise of its powers and the performance of its duties hereunder and to pay such fees, expenses, salaries, wages and other compensation to such persons as it General Partner shall in its sole discretion determine;
(v) to make acquire assets or securities in furtherance of the Business, including any and all expenditures and payments which itsecurities of the Partnership, in its sole discretion, deems necessary the Initial Limited Partner or appropriate the Fund in connection with the management of Partnership’s obligations under the affairs of the Partnership Exchange and the carrying out of its obligations and responsibilities under this Support Agreement;
(vi) to open and operate one maintain, improve or more bank accounts in order to deposit and to distribute funds change any assets of the Partnership and to appoint from time to time signing officers and to draw cheques and other payment of monies, provided Partnership funds are not commingled with the General Partner’s funds or the funds of any other entitytime;
(vii) to file income collect, sxx for and receive all sums of money coming due to the Partnership, and to engage in, intervene in, prosecute, join, defend, compromise, abandon or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands or other tax returnslitigation relating to the Partnership, information forms and other returns required by any governmental the Business or like authoritythe assets of the Partnership;
(viii) to appoint the Auditors;
(ix) to keep adequate books books, records and records accounts reflecting the activities of the Partnership;
(ixx) subject to conclude agreements with third parties for services that may be rendered to the provisions Partnership in the normal course of Sections 3.8 and 4.4 and Article 5, its affairs;
(xi) to issue Class A Units or Class B Units to Limited Partners as contemplated in this Agreement;
(xii) to admit any person Person as a Limited Partner;
(xxiii) make distributions of Distributable Income;
(xiv) to make open and to manage, in the name of the Partnership, bank accounts, to name signing officers for these accounts and to spend the funds of the Partnership in the exercise of any electionright or power possessed by the General Partner hereunder;
(xv) to incur and pay all costs and expenses in connection with the Partnership or relating to the Business of the Partnership including the reimbursement of expenses of the Fund and the Initial Limited Partner determined to be appropriate by the Board;
(xvi) to spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner hereunder;
(xvii) without limit as to amount, determinationto borrow money in the name of the Partnership from time to time, from any Partner or designation that may be made under its affiliates, banks, financial institutions and/or any other lenders, for the Tax Act purpose of carrying out the Business or any other fiscal legislation purposes of the Partnership and for such purpose to draw, make, execute and issue loan agreements, promissory notes, debentures, convertible debentures, notes or similar debt securities and other negotiable and non-negotiable instruments and evidences of indebtedness (any or all of which may contain limitations or restrictions on payments, transfers, distributions or dispositions), and secure the payment of sums so borrowed and assign, charge, pledge, hypothecate, convey, transfer, mortgage, subordinate or grant any security interest, mortgage or encumbrance in all applications for governmental grants or part of the property of the Partnership or assign or grant a security interest in any money owing to the Partnership or engage in any other incentivesmeans of financing the Partnership;
(xixviii) to cause the Partnership, without limit as to amount, to lend funds to such parties, in such manner and for such purposes as have been and may be approved and determined to be in the best interests of the Partnership by the General Partner;
(xix) to cause the Partnership to guarantee, indemnify or act as a surety with respect to the payment or performance of any indebtedness, liabilities or obligations of any kind of any Person including, without limitation, any Partner or any Affiliate of any Partner; to enter into any subordination, postponement and priority agreement on behalf of the Partnership or any other Person and subordinate and postpone any debt or security; and to assign, charge, pledge, hypothecate, convey, transfer, mortgage, subordinate or grant any security interest, mortgage or encumbrance over or with respect to all or any portion of the property of the Partnership in connection therewith;
(xx) to distribute the assets of the Partnership to the Partners in specie;
(xxi) to obtain any insurance coverage for the Partnership;
(xxii) to continue the Business until dissolved in accordance with Article 15;
(xxiii) to employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the Business;
(xxiv) to commence or defend any action or proceeding in connection with the Partnership;
(xxv) to retain legal counsel, accountants, engineers, experts, advisors or consultants as the General Partner considers appropriate and rely upon the advice of such Persons; and
(xxvi) to execute any and all deeds, documents documents, agreements and instruments and to do all acts as may be necessary or desirable in the opinion of the General Partner to carry out the intent and the purpose of this Agreement;
(xii) to pay, on behalf of the Partnership, commissions, fees and expenses to service providers, including persons responsible for introducing the Partnership to purchasers of Units;
(xiii) to engage the Advisor to provide the Advisory Services;
(xiv) to engage consultants to assist, where appropriate, with the evaluation, development, or marketing of prospective properties, Buildings and other investment opportunities;
(xv) to appoint and rescind the appointment of agents of the Partnership and grant and revoke powers of attorney of the Partnership;
(xvi) to commence and/or defend any and all actions and/or proceedings in connection with the Partnership;
(xvii) to engage such counsel, auditors and other professionals or other consultants as the General Partner considers advisable in order to perform its duties hereunder and to monitor the performance of such advisors;
(xviii) to execute and file with any governmental body any documents necessary and appropriate to be filed in connection with the Business of the Partnership or in connection with this Agreement;
(xix) to grant security, encumbrances or restrictions on behalf of the Partnership;
(xx) to raise capital on behalf of the Partnership in accordance with this Agreement;
(xxi) to develop and implement all aspects of the Partnership’s communications, marketing and distribution strategy;
(xxii) to identify prospective investment Properties or other projects and to monitor the identification, acquisition, development and management of such investments of the Partnership;
(xxiii) to execute and file with any governmental body or stock exchange, any document necessary or appropriate to be filed in connection with such investment;
(xxiv) to distribute property of the Partnership in accordance with the provisions of this Agreement; and
(xxv) file, on behalf of the Partnership and each Limited Partner, in respect of such Limited Partner’s interest in the Partnership, any information return required to be filed in respect of the activities of the Partnership under the Tax Act or any other taxation or other legislation or laws of like import of Canada or any province or jurisdiction.
(b) Subject to Section 8.6 concerning administration expenses8.6, the General Partner may itself render additional servicesservices to the Partnership, provided that such additional the services rendered by the General Partner or by any other party associated with the General Partner are performed pursuant to a written agreement and are charged to the Partnership at rates consistent with those of a third party dealing at arm’s length with the General Partner and furnishing similar services.
(c) The General Partner will have the power and authority on behalf of the Partnership and of each Limited Partner to make, in respect of the Partnership and of any Limited Partner’s interest in the Partnership, any and all elections, returns, determinations or designations under the Tax Act or any other taxation or other similar legislation or laws of like import of in Canada or of any province or other jurisdiction.
(d) The General Partner shall file, in a timely manner, on behalf of itself and the Limited Partners, annual Partnership to prepare any information returns and any other information returns return required to be filed under the Tax Act and any other applicable tax legislation in respect of the activities of the Partnership mattersand to file any such elections, returns, determinations, designations or information returns, except to the extent that any such elections or information returns may have to be completed or filed by the Limited Partners themselves and the filing requirements cannot be satisfied by one information return filed by the General PartnerPartners.
(ed) Unless authorized by a Special an Extraordinary Resolution, the General Partner will not be entitled to dissolve effect the Partnership sale, lease, exchange, transfer or wind up other disposition of all or substantially all of the assets of the Partnership’s affairs, except as provided herein.
(f) The commission payable by the Partnership to persons responsible for introducing the Partnership to purchasers of Units shall not exceed 6% of the gross sale price for such Units. No such commission may be paid to persons who are members of the Woodfine Group.
(g) The General Partner shall pay to the Promoter out of the proceeds received by the Partnership from each Offering of Units an amount equal to 1% of the gross sale price of the Units sold in such Offering.
Appears in 1 contract
Samples: Limited Partnership Agreement (Extendicare Real Estate Investment Trust)
Rights Powers and Obligations of the General Partner. (a) The General Partner will have all of the rights, powers and obligations that may be possessed by a general partner pursuant to the Partnership Act and such rights, powers and obligations otherwise conferred by law. Without limiting the generality of Section 8.1, but subject to the limitations set out elsewhere in this Agreement, the General Partner has full power and authority for and on behalf of and in the name of the Partnership:
(i) to enter into agreements agreements, including Investment Agreements with Oil and Gas Companies, by or on behalf of the Partnership involving matters or transactions that are within the ordinary course of the Business of the Partnership, or relate to a merger or consolidation of the Partnership with one or more Related Entities if, in the opinion of the General Partner, such merger or consolidation would be in the best interests of the Partnership and the Limited Partners and would not result in adverse tax consequences to the Limited Partners;
(ii) to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Business of the Partnership or ancillary thereto, and to ensure that the Partnership complies with all necessary reporting and administrative requirements, including, without limitation, those set out in this Agreement;
(iii) to manage, administer, conserve, develop, operate and dispose of (subject to the provisions of Subsection 8.2(e)) any and all assets of the Partnership, to determine the allocation of the Partnership’s funds between the categories of Buildings including any and all Investments, Offering Shares and other assets or securities or High Quality Money Market Instruments, and in general to engage in any and all aspects of the Business of the Partnership;
(iv) to employ such persons necessary or appropriate to carry out the business and affairs of the Partnership and/or to assist it in the exercise of its powers and the performance of its duties hereunder and to pay such fees, expenses, salaries, wages and other compensation to such persons as it shall in its sole discretion determine;
(v) to make any and all expenditures and payments which it, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, the fees payable to the General Partner;
(vi) to open and operate one or more bank accounts in order to deposit and to distribute funds of the Partnership and to appoint from time to time signing officers and to draw cheques and other payment of monies, provided Partnership funds are not commingled with the General Partner’s funds or the funds of any other entity;
(vii) to file income and other tax returns, information forms and other returns required by any governmental or like authority;
(viii) to keep adequate books and records reflecting the activities of the Partnership;
(ix) subject to the provisions of Sections Section 3.8 and 4.4 and Article 54, to admit any person as a Limited Partner;
(x) to make any election, determination, or designation that may be made under the Tax Act or any other fiscal legislation and any and all applications for governmental grants or other incentives;
(xi) to execute any and all deeds, documents and instruments and to do all acts as may be necessary or desirable in the opinion of the General Partner to carry out the intent and the purpose of this Agreement;
(xii) to pay, on behalf of the Partnership, commissions, the Agents’ Fee and finder’s fees in its sole discretion to parties who bring Partnership investment opportunities to the General Partner and expenses other fees to service providers, including persons responsible for introducing providers as contemplated in this Agreement and the Partnership to purchasers of UnitsProspectus;
(xiii) to engage the Advisor to provide the Advisory ServicesTechnical Advisors;
(xiv) to engage consultants to assist, where appropriate, with the evaluation, development, or marketing of prospective properties, Buildings and other investment opportunities;
(xv) to appoint and rescind the appointment of agents of the Partnership and grant and revoke powers of attorney of the Partnership;
(xvixv) to commence and/or defend any and all actions and/or proceedings in connection with the Partnership;
(xviixvi) to engage such counsel, auditors auditors, selling agents and other professionals or other consultants as the General Partner considers advisable in order to perform its duties hereunder and to monitor the performance of such advisors;
(xviiixvii) to execute and file with any governmental body any documents necessary and appropriate to be filed in connection with the Business of the Partnership or in connection with this Agreement;
(xixxviii) to grant security, encumbrances or restrictions on behalf of the Partnership, subject to Subsection 8.2(f);
(xxxix) to raise capital on behalf of the Partnership Partnership, by offering Units to Subscribers as set out in accordance with this AgreementArticle 3;
(xxixx) to develop and implement all aspects of the Partnership’s communications, marketing and distribution strategy;
(xxiixxi) to identify prospective investment Properties or other projects invest Available Funds in Investments and to monitor High Quality Money Market Instruments in accordance with the identification, acquisition, development and management of such investments of the PartnershipInvestment Strategy;
(xxiiixxii) to execute and file with any governmental body or stock exchange, any document necessary or appropriate to be filed in connection with such investment;
(xxivxxiii) to distribute property of the Partnership in accordance with the provisions of this Agreement;
(xxiv) make on behalf of the Partnership and each Limited Partner, in respect of each such Limited Partner’s interest in the Partnership, any and all elections, determinations or designations under the Tax Act or any other taxation or other legislation or laws of like import of Canada or any province or jurisdiction, including but not necessarily limited to the following:
(A) all necessary tax shelter information returns;
(B) all necessary filings in respect of allocations of Eligible Expenditures; and
(C) any information return required to be filed in respect of the activities of the Partnership, except to the extent that such information returns may have to be completed or filed by the Limited Partners themselves; and
(xxv) file, on behalf of the Partnership and each Limited Partner, in respect of such Limited Partner’s interest in the Partnership, any information return required to be filed in respect of the activities of the Partnership under the Tax Act or any other taxation or other legislation or laws of like import of Canada or any province or jurisdiction.
(b) The General Partner shall ensure that copies of the following are delivered to each Limited Partner within the following time periods:
(i) all necessary tax shelter and partnership information returns in respect of each Fiscal Year by March 31 (or as soon as possible thereafter) of the subsequent Fiscal Year;
(ii) if required under applicable law, an annual report within 120 days (or such shorter period as may be required by applicable law) of the end of each Fiscal Year and all tax filings related information in respect of each Fiscal Year as described in Section 11.2 by March 31 of the subsequent Fiscal Year; and
(iii) if required under applicable law, an unaudited income and cash flow statement and balance sheet for the three months ended March 31, June 30 and September 30 and the corresponding three months of the preceding year, within 60 days (or such shorter period as may be required by applicable law) following March 31, June 30 and September 30, as applicable, of each Fiscal Year. Each statement shall be accompanied by a narrative report describing the affairs and operations of the Partnership.
(c) Subject to Section 8.6 concerning administration expenses, the General Partner may itself render such additional services, provided that such additional services rendered by the General Partner or by any other party associated with the General Partner are performed pursuant to a written agreement and are charged to the Partnership at rates consistent with those of a third party dealing at arm’s length with the General Partner and furnishing similar services.
(cd) The General Partner will have perform various management, administrative, advisory, negotiating and supervisory services, including identifying, researching, structuring, advising on and administering the power on behalf of Investments with the Partnership Oil and of each Limited Partner to make, in respect of the Partnership and of any Limited Partner’s interest in the Partnership, any and all elections, determinations or designations under the Tax Act or any other taxation or other legislation or laws of like import of Canada or of any province or jurisdiction.
(d) The General Partner shall file, in a timely manner, on behalf of itself and the Limited Partners, annual Partnership information returns and any other information returns required to be filed under the Tax Act and any other applicable tax legislation in respect of Partnership matters, except to the extent that such information returns may have to be completed or filed by the Limited Partners themselves and the filing requirements cannot be satisfied by one information return filed by the General PartnerGas Companies.
(e) Unless authorized by a Special an Extraordinary Resolution, the General Partner will not be entitled entitled:
(i) to effect a bulk sale of the assets of the Partnership (except pursuant to a Liquidity Event, an Offer or Offers, or a merger or consolidation as contemplated herein);
(ii) to dissolve the Partnership or wind up the Partnership’s affairs, except as provided herein.; or
(fiii) The commission payable by to make a loan to itself, or to any party which is a related party to the Partnership to persons responsible for introducing the Partnership to purchasers of Units shall not exceed 6% of the gross sale price for such Units. No such commission may be paid to persons who are members of the Woodfine Group.
(g) The General Partner shall pay to the Promoter or any of its affiliates out of the proceeds received by the Partnership from each Offering of Units an amount equal to 1% assets of the gross sale price of the Units sold in such OfferingPartnership.
Appears in 1 contract
Samples: Limited Partnership Agreement
