RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNERS Sample Clauses

RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNERS. 8.1 Powers Subject to the provisions of paragraph 8.2 and 8.3 hereof, the management and control of the Partnership and its business and affairs shall rest exclusively with the General Partners, each of whom shall have all the rights and powers which may be possessed by a General Partner pursuant to the Act and such rights and powers as are otherwise conferred by law or are necessary, advisable or convenient to the discharge of their duties under this Agreement and to the management of the business affairs of the Partnership in furtherance of the purposes of the Partnership as set forth in Paragraph 4.1. In the event of any disagreement among the General Partners, the decision of the Managing General Partner shall prevail. Without limiting the generality of the foregoing, the General Partners shall have the rights and powers to do those things set forth below (which subject to Article VI may be exercised at the cost and expense of the Partnership) but only to the extent in the furtherance of the purposes of the Partnership as set forth in Paragraph 4.1: (a) Expend the capital and income of the Partnership in furtherance of the Partnership's business to optimize the economic yield to the Partners. (b) Perform all acts necessary to commence and operate the Partnership's business and in connection therewith to hold, manage, operate, exploit, acquire, and sell assets acquired in connection therewith, to enter into contracts for services, and contracts, as, when, if and under such terms and conditions as the General Partners, in their sole discretion, shall deem advisable. (c) Execute and deliver, any deed, xxxx of sale, mortgage, license, or sublicense, contract for sale, agreement for deed, or other document conveying the interest of the Partnership in any of its assets, or any part thereof, whether held in its name or otherwise. No other signature shall be required. In this regard, the Managing General Partner is expressly authorized to enter into: (A) the Operative Documents to which the Partnership is a party, including the Project Participation Agreement, a Sublease (the "Sublease") with Xxx Engineering Corporation (or any subsidiary thereof), a Project Management Agreement, the EPC Contract, the Equipment Lease, the Expansion Agreement (as defined in Paragraph 8.3(a)(viii)), agreements calling for the purchase or lease from and lease or sublease back to Xxx Engineering Corporation (or any subsidiary thereof), of the Partnership's undivided interest in th...
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RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNERS. AND ADDITIONAL LIMITATIONS THEREON
Sample 1

Related to RIGHTS, POWERS AND OBLIGATIONS OF THE GENERAL PARTNERS

  • Rights Obligations and Powers of the General Partner 6.1 Management of the Partnership.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Reimbursement of the General Partner (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Rights and Obligations of the Limited Partners 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • Rights and Obligations of Members Section 6.1

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