The General Partner. The General Partner, on behalf of the Partnership, shall retain one or more Trading Advisors to make all trading decisions for the Partnership, and shall delegate complete trading discretion to such Trading Advisors; provided, however, that the General Partner may override any trading instructions: (i) which the General Partner, in its sole discretion, determines to be in violation of any trading policy of the Partnership, as set forth in subsection (c) below; (ii) to the extent the General Partner believes doing so is necessary for the protection of the Partnership; (iii) to terminate the Futures Interests trading of the Partnership; (iv) to comply with applicable laws or regulations; or (v) as and to the extent necessary, upon the failure of a Trading Advisor to comply with a request to make the necessary amount of funds available to the Partnership, to fund distributions, redemptions, or reapportionments among Trading Advisors or to pay the expenses of the Partnership; and provided, further, that the General Partner may make trading decisions at any time at which a Trading Advisor shall become incapacitated or some other emergency shall arise as a result of which such Trading Advisor shall be unable or unwilling to act and a successor Trading Advisor has not yet been retained. The Partnership shall not enter into any agreement with the General Partner, Xxxxxx Xxxxxxx, or their respective Affiliates (other than a selling agreement as contemplated by Section 6) which has a term of more than one year and which does not provide that it shall be terminable by the Partnership without penalty upon 60 days’ prior written notice by the General Partner; provided, however, that any such agreement may provide for automatic renewal for additional one-year terms unless either the Partnership or the other party to such agreement, upon written notice given not less than 60 days prior to the original termination date or any extended termination date, notifies the other party of its intention not to renew. Subject to the foregoing paragraph, the General Partner is hereby authorized, on behalf of the Partnership, to enter into the form of management agreement described in the Prospectus (each, a “Management Agreement”) with each Trading Advisor described in the Prospectus, and to cause the Partnership to pay to each such Trading Advisor the management and incentive fees provided for in the applicable Management Agreement, as described in the Prospectus. The General Partne...
The General Partner. The General Partner shall have the sole and exclusive right, duty and power to manage the business of the Partnership, including, without limitation, the right and power to:
(i) acquire, hold, sell, maintain, encumber, improve, develop or lease Partnership property, real or personal, and any interest therein on such terms and conditions as the General Partner deems advisable;
(ii) borrow money on behalf of the Partnership, secure any such borrowings with Partnership assets, and repay the same at any time or from time to time;
(iii) establish investment accounts for the Partnership and deposit and withdraw funds in or from such accounts;
(iv) assign, compromise or release any claim of, or debt due, the Partnership;
(v) institute and defend actions at law or in equity on behalf of the Partnership and consent to arbitrate any disputes or controversies of the Partnership;
(vi) engage and retain accountants, lawyers and other professional persons to perform services for the Partnership, and purchase such goods and other services as may be required to conduct the business of the Partnership; and
(vii) enter into such contracts and perform such other acts as may be necessary to further the business of the Partnership.
The General Partner. The Partnership shall be managed by or under the sole direction of the General Partner. All decisions relating to the business and affairs of the Partnership shall be made, and all action proposed to be taken by or on behalf of the Partnership shall be taken, by or under the direction of the General Partner in its sole and absolute discretion and without the consent of the Limited Partners. All such decisions or actions made or taken by or under the direction of the General Partner hereunder shall be binding upon all of the Partners and the Partnership. All approvals, consents, or ratifications of actions taken by the General Partner required herein may be prospective or retroactive.
The General Partner. The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership and owns all the Incentive Distribution Rights; such general partner interest and Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such general partner interest and Incentive Distribution Rights free and clear of all Liens (except for restrictions on transferability as described in the Prospectus or set forth in the Partnership Agreement) except Liens pursuant to the ATLS Credit Agreements.
The General Partner. The obligation of each of the Lenders to participate in the Loans, is subject to the further conditions that the Lenders in all respect have approved the General Partner.
The General Partner. 34 COMPENSATION AND REIMBURSEMENT TO THE GENERAL PARTNER AND ITS AFFILIATES............................................................35
The General Partner. 14.1.4.1 makes a general assignment for the benefit of creditors;
14.1.4.2 files a voluntary bankruptcy petition;
14.1.4.3 files a petition or answer seeking for itself a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law;
14.1.4.4 files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in paragraphs (a) through (c) of this subsection; or
14.1.4.5 seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the General Partner or of all or any substantial part of its properties.
The General Partner. (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri;
(ii) has all requisite power and authority (corporate and other) to enter into this Agreement, to offer, issue, sell and deliver the Notes on behalf of the Partnership and to perform its obligations under this Agreement on behalf of the Partnership; and
(iii) is not qualified as a foreign corporation in any jurisdiction and neither the properties owned (or held under lease) by it or the nature of its activities makes such qualification necessary in order to comply with applicable laws.
The General Partner. Management of the Partnership, etc 9 2.2 Reliance by Third Parties 9 2.3 General Partner Not Liable for Return of Capital Contributions 9 2.4 Bankruptcy of General Partner 9 2.5 No Removal of General Partner 9
The General Partner. Restriction on Business Activity
4.8.1 Hydro, as the sole shareholder of the General Partner, agrees that it will cause the General Partner not to carry on any business activity unrelated to the Keeyask Project.
