The General Partners. The determination of the value of the repurchased Units will be based upon, among other factors, the current fair market value of the Facilities and the Fund Property, less all Fund debts and obligations. The Fund will not repurchase Units prior to the Termination Date of the Offering and is not obligated to repurchase Units at any time. Units acquired by the General Partners and their Affiliates or by the Assignor Limited Partner will not be eligible for repurchase by the Fund. Units purchased by the Fund during any month shall be deemed canceled effective as of the first day of the month following the effective date of such purchase.
The General Partners. 9.1 The General Partners shall have complete discretion in the management and control of the business of the Partnership for the purposes herein stated, shall make all decisions affecting the business of the Partnership and shall manage and control the affairs of the Partnership to the best of their abilities and use their best efforts to carry out the purposes of the Partnership. The powers of the General Partners include, but are not limited to, the powers:
(a) to expend the capital and profits of the Partnership in furtherance of the Partnership's business;
(b) to acquire, hold (in the Partnership's name or, in the best interest of the Partnership, under any other title arrangement selected by the General Partners), lease, sell, mortgage, convey, or refinance any real or personal property, including Projects and Project Interests, at such price and upon such terms, as they deem to be in the best interests of the Partnership, including the power to vote to amend a local limited partnership agreement in such a manner as to reduce the limited partnership interest of the Partnership in the local limited partnership, to vote to reduce the Partnership's interests in the profits, losses, and special allocations of the local limited partnerships and assign a part of the limited partnership interest in such partnership, provided that such action is necessary to preserve the economic value of the -------- Partnership's Project Interest;
(c) to monitor the construction and operations of any of the Projects, Project Interests, or other Partnership property and to make recommendations with respect thereto;
(d) to retain independent consultants to evaluate the Projects, Project Interests, and other Partnership property;
(e) to borrow money and execute promissory notes and to secure the same by mortgage upon the Partnership's property;
(f) to invest in short-term debt obligations (including obligations of federal and state governments and their agencies, bank repurchase obligations, commercial paper, and certificates of deposit of commercial banks, savings banks, or savings and loan associations) such funds as are temporarily not required for investment in Projects, Project Interests, or other Partnership property;
(g) to lend money or provide advances in furtherance of the Partnership's purposes; and
(h) to enter into and carry out agreements of any kind, provided that all contracts with the General Partners or their affiliates must provide for termination by the Par...
The General Partners. 1. The general partner may not, without the consent of the other partners:
(a) Assign, transfer, or pledge any of the claims of or debts due to the Partnership except upon payment in full, or arbitrate or consent to the arbitration of any disputes or controversies of the Partnership.
(b) Make, execute, or deliver any assignment for the benefit of creditors or any bond, confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond, or contract to sell or contract of sale of all or substantially all of the property of the Partnership.
(c) Lease or mortgage any Partnership real estate or any interest therein or enter into any contract for any such purpose.
(d) Pledge or hypothecate or in any manner transfer his transfer his interest in the Partnership, except to parties to this agreement.
The General Partners. The General Partners of the Partnership shall be TCC and Lehigh. Except as otherwise expressly provided herein or as required by law, the business of the Partnership shall be managed, conducted and controlled by the General Partners through the Management Committee and by delegation of authority to the officers of the Partnership as provided herein.
The General Partners. The decision of a majority of the General Partners.
The General Partners. The General Partners shall have exclusive control of the business of the Partnership and shall have all the rights and powers of a general partner in a partnership without limited partners. Except as otherwise required under this Agreement, all actions taken on behalf of the Partnership shall be determined by the vote or consent of Two-Thirds in Interest of the General Partners. Notwithstanding the foregoing, no third party need question the authority of any General Partner acting alone to bind and act for the Partnership, except as otherwise provided under the Partnership Act.
The General Partners. (a) No General Partner has ever (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against such General Partner, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of such General Partner's assets, (iv) admitted in writing such General Partner's inability to pay his or her debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on his ability to comply with or perform any of his covenants or obligations under any of the Transactional Agreements.
(b) No General Partner is subject to any Order or is bound by any Contract that may have an adverse effect on his ability to comply with or perform any of his or her covenants or obligations under any of the Transactional Agreements. There is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any General Partner to comply with or perform any of his covenants or obligations under any of the Transactional Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
(c) The General Partners own, and have good and valid title to, their general partnership interests in the Partnership and their shares in the Corporation and TSC free and clear of all Encumbrances.
The General Partners. The General Partners of the Partnership shall be TLCC GP and Lehigh GP. Except as otherwise expressly provided herein or as required by law, the business of the Partnership shall be managed, conducted and controlled by the General Partners through the Management Committee and by delegation of authority to the officers of the Partnership as provided herein."
The General Partners. (a) Except as otherwise provided in this Agreement, the business and affairs of the Partnership shall be managed by and under the direction of the General Partners. A General Partner may execute on behalf of the Partnership all instruments, documents and contracts, exercise all of the powers of the Partnership, and do all such lawful acts and things, that are not by law, the Certificate or this Agreement directed or required to be exercised or done by the Limited Partners. Any decision or act of a General Partner within the scope of its power and authority granted hereunder shall control and shall bind the Partnership. No Limited Partner, in such capacity (except one who may also be a General Partner and then only in such capacity), shall have any authority to participate in the control of the business of the Partnership or act for or bind the Partnership, except as part of an action of the Partners as specifically authorized or required by this Agreement.
(b) The current General Partners are RRF, Limited Partnership and Rare Earth Financial, L.L.C. A General Partner may resign from such position at any time upon giving 30 days’ prior written notice to the Limited Partners.
(c) The Limited Partners shall have the right and power to remove a General Partner as a General Partner of the Partnership upon the written determination by a Limited Partner Supermajority in good faith that such removal be effected for “cause”. For purposes of this Section, “cause” shall mean the commission by a General Partner of: (i) an act of fraud, gross negligence, misconduct or breach of fiduciary duty with respect to the Partnership; or (ii) a material breach of such General Partner’s material duties and obligations under this Agreement and the failure of the General Partner to cure such breach within 30 days after receipt of written notice from a Limited Partner Supermajority.
(d) In the event of the withdrawal or removal of a General Partner or any other “event of withdrawal of a general partner” (as defined in the Act and modified by this Agreement), the following shall apply:
(i) Except as otherwise approved by the specific written consent of all Partners at the time, such General Partner shall immediately cease to be a General Partner of the Partnership (thereby terminating all management powers, duties and responsibilities of such General Partner) and such former General Partner (the “Former General Partner”) shall continue to hold such Former General Partner’s Interest a...
The General Partners