Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth herein, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership); (ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement; (iii) mortgage, charge, assign by way of security or otherwise, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part of the Partnership’s assets; (iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partners; (v) incur all costs and expenses in connection with the Partnership; (vi) 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 of the Partnership; (vii) engage agents, including, subject to Section 7.9, any Affiliate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer Agent; (viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments; (ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation: (xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations; (xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership; (xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person; (xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time); (xvi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons; (xvii) appoint the Registrar and Transfer Agent; (xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement; (xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees; (xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law; (xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests; (xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; (xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner; (xxiv) carry out the objects, purposes and business of the Partnership; (xxv) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and (xxvi) do all or any other acts as are required of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement. (b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.
Appears in 4 contracts
Samples: Exempted Limited Partnership Agreement, Exempted Limited Partnership Agreement (Broadcom Cayman L.P.), Agreement and Plan of Merger (Avago Technologies LTD)
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth hereinAgreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following:
(i) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney conveyances or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable favourable to the Partnership);
(ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement;
(iii) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, to secure any present and in connection therewith to make, issue, accept, endorse future borrowings and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf related expenses of the Partnership and with the power its Subsidiaries and to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in sell all or any part of that property pursuant to a foreclosure or other realization upon the Partnership’s assetsforegoing encumbrances;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Personother partnerships or other entities, which proposal(s) will be subject to requisite approval by the Partners;
(v) incur all costs and expenses in connection with the Partnership;
(vi) 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 of the Partnership;
(vii) engage agents, including, subject to Section 7.9, including any Affiliate or Associate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, or any Affiliate or Associate of the General Partner, including, without limitation, the Registrar and Transfer Agent;
(viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments;
(ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the entering into of listing agreements with any securities exchange and the delisting of some or all of the LP Units from, or requesting that trading be suspended on, any such exchange;
(xxii) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxiixxiii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiiixxiv) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxivxxv) carry out the objects, purposes and business of the Partnership;; and
(xxvxxvi) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxvi) do all or any other acts as are required of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner will insert, and cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Restaurant Brands International Limited Partnership is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income.”
Appears in 2 contracts
Samples: Limited Partnership Agreement (Restaurant Brands International Inc.), Limited Partnership Agreement (Restaurant Brands International Inc.)
Specific Powers and Duties. (a) Without In addition to the powers and authorities possessed by the General Partner pursuant to the Act or conferred by law or elsewhere in this Agreement, and without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth herein4.1, the General Partner will have full the power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingto:
(ia) negotiate, execute and perform carry out all agreements, conveyances, deeds, powers of attorney or other instruments which require execution by or agreements on behalf of the Partnership involving matters that the General Partner determines are necessary or transactions with respect to advisable in the Partnership’s business (and those agreements may limit the liability carrying out of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership)Business;
(iib) open and manage bank accounts in its name or in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreementhereunder;
(iiic) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later hereafter acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part present and future borrowings and related expenses of the Partnership’s assets;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partners;
(vd) incur all costs and expenses in connection with the Partnership;
(vie) employ, retain, engage or dismiss from employmentemployment or service, personnel, agents, representatives or professionals or other investment participants with the powers and duties and 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 of the PartnershipBusiness;
(vii) engage agents, including, subject to Section 7.9, any Affiliate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer Agent;
(viiif) invest in short term investments cash assets of the Partnership that are not immediately required for the business operation of the Partnership in short term investmentsBusiness;
(ixg) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(xh) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligationsPartnership;
(xiii) the making of tax, regulatory and other filings, or rendering of periodic file returns or other reports to documents with any Governmental Authority Agency;
(j) execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other agencies having jurisdiction over applicable tax legislation as may be required under this Agreement or are in its reasonable opinion appropriate in the business or assets of circumstances, and deal generally with all tax matters relating to the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvik) retain legal counsel, experts, advisors or consultants as the General Partner consider considers appropriate and rely upon the advice of those such Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviiil) do anything that is in furtherance of or incidental to the business of the Partnership Business or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxvm) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the Business;
(n) obtain insurance coverage as in the discretion of the General Partner may be necessary or advisable;
(o) determine, subject to GAAP and the provisions of this Agreement, what proportion of a distribution is profit or capital;
(p) carry out the objects, purposes and business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxviq) do take all or any other acts as are required of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business actions, including providing consents, and exercise all rights and comply with all obligations of the Partnership and, subject to Section 4.17, (i) the Project Partnership under the Project LPA and consistent with this Agreement.
(bii) any agreement relating to the Project or Project Financing, as applicable. No Persons Person dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Pattern Energy Group Inc.), Limited Partnership Agreement (Pattern Energy Group Inc.)
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 8.1, but subject to the terms of this Agreement and the rights of the Limited Partners set forth hereinSection 8.17, the General Partner will have has full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingto:
(ia) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney or other instruments agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those such agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable favourable to the Partnership);
(iib) open and manage bank accounts borrow funds in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by from time to time, from the General Partner under this Agreementor its Affiliates, from financial institutions or other financiers without limitation with regard to amount, cost or conditions of reimbursement of such loan;
(iiic) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later hereafter acquired, to secure any present and in connection therewith to make, issue, accept, endorse future borrowings and execute promissory notes, drafts, bills related expenses of exchange, the Partnership;
(d) provide guarantees and other instruments forms of assurance to third parties in respect of the indebtedness, liabilities and evidence obligations of indebtedness another Person and to enter into any guarantee, agreement, instrument or other document to create or provide for such guarantee;
(e) postpone and subordinate in right of payment or security, or both, all present and future indebtedness, liabilities and obligations of another Person to the Partnership to all present and future indebtedness, liabilities and obligations of such Person to lenders and other creditors of such Person and to enter into any agreement or instrument to create or provide for such postponement and subordination in favour of such lenders and creditors;
(f) indemnify, out of the property of the Partnership, any Person against any and all liabilities, claims, actions, causes of action, judgments, orders, damages (including foreseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid by such Person in settlement of claims and all professional, consultant, expert and legal fees and expenses) or any resulting damages, harm or injuries;
(g) lend money and to make advances for the account of the Partnership, whether on a secured or unsecured basis, to any Person on such terms and conditions as the General Partner shall have full power and authority on behalf of may determine;
(h) see to the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part sound management of the Partnership’s assets;
(iv) , and to manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business thereto;
(i) acquire and may, from time to timeexercise, in its sole discretion propose combinations with any Persondiscretion, the voting rights of securities of entities engaged primarily in businesses which proposal(s) will be subject to requisite approval by are permitted businesses for the PartnersPartnership as provided in Section 2.2;
(vj) acquire, maintain, improve, change or dispose of any assets from time to time of the Partnership;
(k) incur all costs and expenses in connection with the Partnership;
(vil) 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 of the Partnership;
(vii) engage agents, including, subject to Section 7.9, any Affiliate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer Agent;
(viiim) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investmentsinvestments which the General Partner considers appropriate;
(ixn) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(xo) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiiip) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger file returns or other combination of the Partnership with or into another Persondocuments required by any Governmental Authority;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xviq) retain legal counsel, experts, advisors or consultants as the General Partner consider considers appropriate and rely upon the advice of those such Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviiir) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxvs) execute, acknowledge and deliver the documents necessary to effectuate effect any or all of the foregoing or otherwise in connection with the business of the Partnership, including, but not limited to, executing and filing ;
(t) obtain any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in insurance coverage;
(u) sign any jurisdiction where the Partnership conducts businesstax elections on behalf of any Limited Partner; and
(xxviv) do all declare and pay, at any time in accordance with this Agreement, distributions of cash or any other acts as are required of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business property of the Partnership and consistent with this Agreementincluding, without limitation, proceeds of litigation.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth herein8.2, the General Partner will have full power and authority and duty for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingWillow LP to:
(i) negotiate, execute and perform carry out all agreements, conveyances, deeds, powers of attorney or other instruments agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, Willow LP in connection with the other party to have no recourse to the assets day-to-day operation of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership)Willow LP’s business;
(ii) open and manage bank accounts in the name of the Partnership Willow LP and spend the capital of the Partnership Willow LP in the exercise of any right or power exercisable by the General Partner under this Agreementxxxxxxxxx;
(iii) mortgageborrow funds or refinance any existing debt in the name of Xxxxxx LP from time to time, charge, assign from any recognized financial institutions selected by way of security or otherwise, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority Partner, on behalf of such terms as the Partnership and with General Partner, in its sole discretion, considers commercially reasonable, subject to the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise restriction on leverage set out in all or any part of the Partnership’s assetsSection 2.3(b)(iv);
(iv) managecharge, control and develop all encumber or otherwise grant security interests in the activities assets of the Partnership and take all measures necessary Willow LP, or appropriate any part thereof, as security for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partnersfunds borrowed;
(v) incur all costs create and expenses in connection with the Partnershipissue one or more Classes of Units, each corresponding to one Underlying Property;
(vi) employ, employ retain, engage or dismiss from employment, employment personnel, agents, representatives or professionals or other investment participants with the powers and duties 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 of the PartnershipWillow LP;
(vii) engage agents, including, subject to Section 7.9, any Affiliate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer Agent;
(viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments;
(ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvi) retain such legal counsel, experts, advisors or consultants as the General Partner consider considers appropriate and rely upon the advice of those such Persons;
(xviiviii) appoint the Registrar pay operating expenses and Transfer Agentcapital expenditures or other expenses of Willow LP;
(xviiiix) commence or defend any action or proceeding in connection with Willow LP or the property of Willow LP;
(x) file returns or other documents required by Applicable Law and any governmental or like authority;
(xi) do anything that is in furtherance of or incidental to the business of the Partnership Willow LP or that is provided for in this Agreement;; and
(xixxii) obtain delegate any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies all authority that has been granted to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner to one or any Affiliate more managers or other service providers, including without limitation the Manager, who may or may not be affiliates of the General Partner;
(xxivxiii) carry out the objects, purposes and business hold legal title to any of the Partnershipassets or property of Willow LP in its name for the benefit of Willow LP;
(xxvxiv) invest cash assets of Willow LP that are not immediately required for the business of Willow LP;
(xv) act as attorney in fact or agent of Willow LP in disbursing and collecting moneys for Willow LP, paying debts and fulfilling the obligations of Willow LP and handling and settling any claims of Willow LP;
(xvi) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of Willow LP;
(xvii) obtain any insurance coverage, including coverage for it and any of its officers and directors in respect of any liability which may be incurred by them in the Partnershipperformance of any of their duties and obligations in respect of Willow LP;
(xviii) subject to Section 6.3, includingdecide in its sole and entire discretion any time in addition to those times described in Section 6.3 at which the Net Income of Willow LP will be distributed to the Partners and the amount of any such distribution;
(xix) subject to Section 6.3, but not limited todecide in its sole and entire discretion any time in addition to those times described in Section 6.3 at which the capital or other assets of Willow LP will be distributed to the Partners and the amount of any such distribution;
(xx) determine, executing subject to IFRS, in its sole and filing entire discretion, what proportion of a distribution is Net Income or capital;
(xxi) at any statement required by the Acttime, as necessary or advisable establish an investment committee to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts businessreview and approve investments for Willow LP; and
(xxvixxii) do all or any other acts as are required of carry out the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the objects, purposes and business of the Partnership and consistent with this AgreementWillow LP.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of The determinations by the General Partner will be final and conclusive, absent manifest error, as to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in all the name of the PartnershipPartners.
Appears in 1 contract
Samples: Limited Partnership Agreement
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 6.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth hereinAgreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following:
(i) negotiate, execute to complete the following transactions before entering into the Transaction Agreement:
(A) incorporate CanHoldco and perform all agreements, conveyances, deeds, powers subscribe for common shares thereof; and
(B) subscribe for five shares of attorney or other instruments which require execution by or on behalf preferred stock of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership)Xxx;
(ii) to enter into the Transaction Agreement;
(iii) to enter into the Amended and Restated Partnership Agreement which shall be held in escrow until such time that it becomes effective pursuant to the terms of the Transaction Agreement;
(iv) to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Partnership’s business or ancillary thereto;
(v) to admit any person as a Limited Partner without the consent of the Limited Partners;
(vi) to open and manage bank accounts to manage, in the name of the Partnership, bank accounts, to name signing officers for these accounts, to borrow funds in the name of the Partnership, to grant security on the assets of the Partnership and to spend the capital funds of the Partnership in the exercise of any right or power exercisable possessed by the General Partner under this Agreement;
(iii) mortgage, charge, assign by way of security or otherwise, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part of the Partnership’s assets;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partners;
(v) incur all costs and expenses in connection with the Partnership;
(vi) 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 of the PartnershipPartner;
(vii) engage agentsto manage, includingadminister, subject to Section 7.9conserve, develop, operate and dispose of any Affiliate assets of the General PartnerPartnership, and in general to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate engage in all aspects of the General Partner, including, without limitation, the Registrar and Transfer AgentPartnership’s business;
(viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments;
(ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(xix) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xiix) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvixi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xixxii) obtain any insurance coverage for the benefit of the Partnership, the Partners and IndemniteesPartners, the General Partner, any Person who is or was an Affiliate of the General Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person;
(xxxiii) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxv) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxvixiv) to execute any deeds, documents and instruments and to do all or any other acts as are required of the General Partner by this Agreement or as are may be necessary or desirable in the reasonable opinion of the General Partner in furtherance to carry out the intent and the purpose of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner may insert or cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Telesat Partnership LP is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income and no personal recourse may be had against any limited partner.”
Appears in 1 contract
Samples: Limited Partnership Agreement (Telesat Partnership LP)
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 6.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth hereinAgreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following:
(i) negotiate, execute to complete the following transactions before entering into the Transaction Agreement:
(A) incorporate CanHoldco and perform all agreements, conveyances, deeds, powers subscribe for common shares thereof; and
(B) subscribe for five shares of attorney or other instruments which require execution by or on behalf preferred stock of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership)Lxx;
(ii) to enter into the Transaction Agreement;
(iii) to enter into the Amended and Restated Partnership Agreement which shall be held in escrow until such time that it becomes effective pursuant to the terms of the Transaction Agreement;
(iv) to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Partnership’s business or ancillary thereto;
(v) to admit any person as a Limited Partner without the consent of the Limited Partners;
(vi) to open and manage bank accounts to manage, in the name of the Partnership, bank accounts, to name signing officers for these accounts, to borrow funds in the name of the Partnership, to grant security on the assets of the Partnership and to spend the capital funds of the Partnership in the exercise of any right or power exercisable possessed by the General Partner under this Agreement;
(iii) mortgage, charge, assign by way of security or otherwise, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part of the Partnership’s assets;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partners;
(v) incur all costs and expenses in connection with the Partnership;
(vi) 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 of the PartnershipPartner;
(vii) engage agentsto manage, includingadminister, subject to Section 7.9conserve, develop, operate and dispose of any Affiliate assets of the General PartnerPartnership, and in general to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate engage in all aspects of the General Partner, including, without limitation, the Registrar and Transfer AgentPartnership’s business;
(viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments;
(ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(xix) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xiix) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvixi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xixxii) obtain any insurance coverage for the benefit of the Partnership, the Partners and IndemniteesPartners, the General Partner, any Person who is or was an Affiliate of the General Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person;
(xxxiii) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxv) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxvixiv) to execute any deeds, documents and instruments and to do all or any other acts as are required of the General Partner by this Agreement or as are may be necessary or desirable in the reasonable opinion of the General Partner in furtherance to carry out the intent and the purpose of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner may insert or cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Telesat Partnership LP is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income and no personal recourse may be had against any limited partner.”
Appears in 1 contract
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth hereinAgreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following:
(i) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney conveyances or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable favourable to the Partnership);
(ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement;
(iii) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, to secure any present and in connection therewith to make, issue, accept, endorse future borrowings and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf related expenses of the Partnership and with the power its Subsidiaries and to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in sell all or any part of that property pursuant to a foreclosure or other realization upon the Partnership’s assetsforegoing encumbrances;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Personother partnerships or other entities, which proposal(s) will be subject to requisite approval by the Partners;
(v) incur all costs and expenses in connection with the Partnership;
(vi) 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 of the Partnership;
(vii) engage agents, including, subject to Section 7.9, including any Affiliate or Associate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, or any Affiliate or Associate of the General Partner, including, without limitation, the Registrar and Transfer Agent;
(viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments;
(ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the entering into of listing agreements with any securities exchange and the delisting of some or all of the LP Units from, or requesting that trading be suspended on, any such exchange;
(xxii) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxiixxiii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiiixxiv) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxivxxv) carry out the objects, purposes and business of the Partnership;; and
(xxvxxvi) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxvi) do all or any other acts as are required of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner will insert, and cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “[ ] is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income.”
Appears in 1 contract
Samples: Arrangement Agreement and Plan of Merger (Burger King Worldwide, Inc.)
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but 9.1 and subject to the terms provisions of this Agreement and the rights of the Limited Partners set forth hereinAct, the General Partner Partnership GP will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingto:
(ia) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney or other instruments agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business activities (and those such agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General PartnerPartnership GP, even if the same results in the terms of the agreement being less favorable favourable to the Partnership);
(iib) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this AgreementPartnership GP hereunder;
(iiic) borrow funds in the name of the Partnership from time to time, from financial institutions as the Partnership GP may determine without limitation with regard to amount, cost or conditions of reimbursement of such loan;
(d) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later hereafter acquired, to secure any present and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of future indebtedness and the General Partner shall have full power and authority on behalf related expenses of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in sell all or any part of such property pursuant to a foreclosure or other realization upon the Partnership’s assetsforegoing encumbrances;
(ive) manage, control and develop all the activities of the Partnership and take all measures establish cash reserves that are determined to be necessary or appropriate for the business proper management and operation of the Partnership including, but not limited to, cash reserves for future capital and maintenance expenditures, to reduce debt or ancillary as necessary to comply with the business and mayterms of any agreement or obligation of the Partnership;
(f) acquire Securities of entities engaged primarily in activities which are permitted activities for the Partnership as provided in Section 2.3;
(g) maintain, improve, upgrade or expand the assets from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by time of the PartnersPartnership;
(vh) incur all costs and expenses in connection with the Partnership;Partnership;
(vii) 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 Partnership GP may be necessary or advisable in the carrying on of the business of the Partnership;
(viij) engage agents, including, subject to Section 7.9, any Affiliate of the General Partner, agents to assist it to carry the Partnership GP in carrying out its management obligations to the Partnership, provided that no such delegation shall relieve the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, GP of any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer Agent;its obligations hereunder;
(viiik) invest cash assets of the Partnership that are not immediately required for the business activities of the Partnership in short term investmentsinvestments which the Partnership GP considers appropriate;
(ixl) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(xm) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiiin) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger file returns or other combination of the Partnership with documents required by any governmental or into another Personlike authority;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvio) retain legal counsel, experts, advisors or consultants as the General Partner consider Partnership GP considers appropriate and rely upon the advice of those such Persons;
(xviip) appoint the Registrar Transfer Agent to, among other things, maintain and Transfer Agentupdate the Register and fulfil the Partnership’s obligations with respect to the Units, and appoint a transfer agent to, among other things, maintain and update the any register and fulfil the Partnership’s obligations with respect to any other class of security of the Partnership that may be issued and outstanding from time to time;
(xviiiq) do anything that is in furtherance of or incidental to the business activities of the Partnership or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxvr) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business activities of the Partnership;
(s) obtain any insurance coverage;
(t) acquire or, subject to Section 12.17(l), dispose of assets of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxviu) do all or any other acts as are required generally carry out the objects, purposes and activities of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement.
(b) Partnership. No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner Partnership GP to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The Partnership GP shall insert, and cause agents of the Partnership to insert, substantially the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “American Hotel Income Properties REIT LP (the “Partnership”) is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of the Partnership’s liabilities or any of the Partnership’s losses to the extent of the amount that such limited partner has contributed to the Partnership’s capital and such limited partner’s pro rata share of any undistributed income.”
Appears in 1 contract
Samples: Limited Partnership Agreement
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but subject to the terms of this Agreement 8.2 and the rights of the Limited Partners set forth hereinin accordance with Shariah Compliance Requirements, the General Partner will have full power and authority and duty for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingto:
(i) negotiate, execute and perform carry out all agreements, conveyances, deeds, powers of attorney or other instruments agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to which are within the ordinary course of the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership)business;
(ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreementhereunder;
(iii) mortgage, charge, assign by way of security or otherwise, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part of the Partnership’s assets;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partnersthereto;
(viv) incur all costs and expenses in connection with the Partnership;
(v) hold legal title to any of the assets or property of the Partnership in its name for the benefit of the Partnership;
(vi) employ, retain, engage or dismiss from employment, employment personnel, agents, representatives or professionals or other investment participants with the powers and duties 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 of the Partnership;
(vii) engage agents, including, subject enter into a management or an administrative contract with any Person (a “Manager”) to Section 7.9, any Affiliate of the General Partner, to enable or assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer AgentPartnership;
(viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investmentsPartnership;
(ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:Partnership;
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, file returns or other contracting for, indebtedness documents required by Applicable Law and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible any governmental or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligationslike authority;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvi) retain legal counsel, experts, advisors or consultants as the General Partner consider considers appropriate and rely upon the advice of those such Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviiixiii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxvxiv) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership;
(xv) obtain any insurance coverage, includingincluding coverage for it and any of its officers and directors in respect of any liability which may be incurred by them in the performance of any of their duties and obligations in respect of the Partnership;
(xvi) subject to Section 6.3, but not limited to, executing decide in its sole and filing entire discretion any statement required by time in addition to those times described in Section 6.3 at which the Act, as necessary or advisable to allow Net Income of the Partnership will be distributed to conduct business the Partners and the amount of any such distribution;
(xvii) subject to Section 6.3, decide in its sole and entire discretion any jurisdiction where time in addition to those times described in Section 6.3 at which the capital or other assets of the Partnership conducts businesswill be distributed to the Partners and the amount of any such distribution;
(xviii) determine, subject to IFRS, in its sole and entire discretion, what proportion of a distribution is Net Income or capital; and
(xxvixix) do all or any other acts as are required of carry out the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the objects, purposes and business of the Partnership and consistent with this AgreementPartnership.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of The determinations by the General Partner pursuant to do any actsubsection (xviii) will be final and conclusive, take any proceedingabsent manifest error, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in as to all the name of the PartnershipPartners.
Appears in 1 contract
Samples: Limited Partnership Agreement
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth hereinAgreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following:
(i) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney conveyances or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership);
(ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement;
(iii) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, to secure any present and in connection therewith to make, issue, accept, endorse future borrowings and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf related expenses of the Partnership and with the power its Subsidiaries and to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in sell all or any part of that property pursuant to a foreclosure or other realization upon the Partnership’s assetsforegoing encumbrances;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partners;
(v) incur all costs and expenses in connection with the Partnership;
(vi) 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 of the Partnership;
(vii) engage agents, including, subject to Section 7.97.8, any Affiliate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.97.8, any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer Agent;
(viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments;
(ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;; and
(xxv) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxvi) do all or any other acts as are required of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement.
(b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.
Appears in 1 contract
Specific Powers and Duties. (a) Without In addition to the powers and authorities possessed by the General Partner pursuant to the Act or conferred by law or elsewhere in this Agreement, and without limiting the generality of Section 7.1 but subject to the terms of this Agreement and the rights of the Limited Partners set forth herein4.1, the General Partner will have full the power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingto:
(ia) negotiate, execute and perform carry out all agreements, conveyances, deeds, powers of attorney or other instruments which require execution by or agreements (including Project Agreements) on behalf of the Partnership involving matters that the General Partner determines are necessary or transactions with respect to advisable in the Partnership’s business (and those agreements may limit the liability carrying out of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable to the Partnership)Business;
(iib) open and manage bank accounts in its name or in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreementhereunder;
(iiic) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later hereafter acquired, and in connection therewith to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in all or any part present and future borrowings and related expenses of the Partnership’s assets;
(iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by the Partners;
(vd) incur all costs and expenses in connection with the Partnership;
(vie) employ, retain, engage or dismiss from employmentemployment or service, personnel, agents, representatives or professionals or other investment participants with the powers and duties and 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 of the PartnershipBusiness;
(vii) engage agents, including, subject to Section 7.9, any Affiliate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, any Affiliate of the General Partner, including, without limitation, the Registrar and Transfer Agent;
(viiif) invest in short term investments cash assets of the Partnership that are not immediately required for the business operation of the Partnership in short term investmentsBusiness;
(ixg) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(xh) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligationsPartnership;
(xiii) the making of tax, regulatory and other filings, or rendering of periodic file returns or other reports to documents with any Governmental Authority Agency;
(j) execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other agencies having jurisdiction over applicable tax legislation as may be required under this Agreement or are in its reasonable opinion appropriate in the business or assets of circumstances, and deal generally with all tax matters relating to the Partnership;
(xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvik) retain legal counsel, experts, advisors or consultants as the General Partner consider considers appropriate and rely upon the advice of those such Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviiil) do anything that is in furtherance of or incidental to the business of the Partnership Business or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxvm) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the Business;
(n) obtain insurance coverage as in the discretion of the General Partner may be necessary or advisable;
(o) determine, subject to GAAP and the provisions of this Agreement, what proportion of a distribution is profit or capital; and
(p) carry out the objects, purposes and business of the Partnership, including, but not limited to, executing and filing any statement required by the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts business; and
(xxvi) do all or any other acts as are required of the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the business of the Partnership and consistent with this Agreement.
(b) . No Persons Person dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Pattern Energy Group Inc.)
Specific Powers and Duties. (a) Without limiting the generality of Section 7.1 but and subject to the terms of this Agreement the Management and the rights of the Limited Partners set forth hereinOperations Agreement, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingto:
(ia) negotiate, execute and perform all agreements, conveyances, deeds, powers of attorney or other instruments agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those such agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favorable favourable to the Partnership);
(iib) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreementhereunder;
(iiic) borrow funds in the name of the Partnership from time to time, from the General Partner or its Affiliates or from financial institutions as the General Partner may determine without limitation with regard to amount, cost or conditions of reimbursement of such loan;
(d) mortgage, charge, assign by way of security or otherwiseassign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later hereafter acquired, to secure any present and in connection therewith to make, issue, accept, endorse future borrowings and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidence of indebtedness and the General Partner shall have full power and authority on behalf related expenses of the Partnership and with the power to bind the Partnership thereby and without prior consultation of the Partners to secure the payment thereof by mortgage, charge, pledge or assignment by way of security interest of otherwise in sell all or any part of such property pursuant to a foreclosure or other realization upon the foregoing encumbrances;
(e) establish cash reserves that are determined to be necessary or appropriate for the proper management and operation of the Partnership and the Power Plants, including, but not limited to, cash reserves for future capital or maintenance expenditures, to stabilize distributions of cash, to reduce debt or as necessary to comply with the terms of any agreement or obligation of the Partnership’s assets;
(ivf) see to the sound management of the Partnership, and to manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to thereto;
(g) acquire securities of entities engaged primarily in businesses which are permitted businesses for the business Partnership as provided in Section 2.3;
(h) maintain, improve or change the Power Plant Assets and may, any other assets from time to time, in its sole discretion propose combinations with any Person, which proposal(s) will be subject to requisite approval by time of the PartnersPartnership;
(vi) incur all costs and expenses in connection with the Partnership;
(vij) 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 of the Partnership;
(viik) engage agents, including, subject to Section 7.9, including Atlantic Power or any Affiliate or Associate of the General PartnerAtlantic Power, to assist it to carry the General Partner in carrying out its management obligations to the Partnership or subcontract administrative functions to the General Partner or, subject to Section 7.9, Atlantic Power or any Affiliate or Associate of the General Partner, including, without limitation, the Registrar and Transfer AgentAtlantic Power;
(viiil) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investmentsinvestments which the General Partner considers appropriate;
(ixm) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys monies for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership;
(xn) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation:
(xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests, and the incurring of any other obligations;
(xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership;
(xiiio) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger file returns or other combination of the Partnership with documents required by any governmental or into another Personlike authority;
(xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member;
(xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time);
(xvip) retain legal counsel, experts, advisors or consultants as the General Partner consider considers appropriate and rely upon the advice of those such Persons;
(xvii) appoint the Registrar and Transfer Agent;
(xviiiq) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement;
(xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees;
(xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law;
(xxi) the purchase, sale or other acquisition or disposition of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests;
(xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members;
(xxiii) cause to be registered for resale under securities Laws, any securities of, or any securities convertible or exchangeable into securities of, the Partnership held by any Person, including the General Partner or any Affiliate of the General Partner;
(xxiv) carry out the objects, purposes and business of the Partnership;
(xxvr) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership;
(s) obtain any insurance coverage;
(t) acquire or, includingsubject to Section 9.17(c), but not limited to, executing and filing any statement required by dispose of assets of the Act, as necessary or advisable to allow the Partnership to conduct business in any jurisdiction where the Partnership conducts businessPartnership; and
(xxviu) do all or any other acts as are required of generally carry out the General Partner by this Agreement or as are necessary or desirable in the reasonable opinion of the General Partner in furtherance of the foregoing power for or as may be incidental to the conduct of the objects, purposes and business of the Partnership and consistent with this Agreement.
(b) Partnership. No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner shall insert, and cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Capital Power Income L.P. a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that it has contributed or agreed to contribute to its capital and its pro rata share of any undistributed income.”
Appears in 1 contract
Samples: Limited Partnership Agreement (Atlantic Oklahoma Wind, LLC)
