The Limited Partners. The Limited Partners shall take no part in the management or control of the business and affairs of the Partnership, and shall have no right or authority to act for the Partnership or to take any part in, or in any way to interfere in, the conduct or management of the Partnership or to vote on matters relating to the Partnership other than as provided in the Law or as set out in this Agreement.
The Limited Partners. (i) acknowledge that the General Partner and its Affiliates and their respective stockholders, members, managers, employees and agents are or may be involved in other financial, investment and professional activities, including: management of or participation in other investment funds; venture capital, private equity and secondary investing; purchases and sales of Securities; investment and management counseling; otherwise making investments or presenting investment opportunities to third parties; and serving as officers, directors, advisors, consultants and agents of other entities; and (ii) agree that the General Partner and its Affiliates and their respective stockholders, members, managers, employees and agents may engage for the accounts of others in any such ventures and activities (without regard to whether the interests of such ventures and activities conflict with those of the Partnership). The Partnership or any Limited Partner shall not have any right, by virtue of this Agreement or the existence of the Partnership or otherwise, in and to such ventures or activities or to the income or profits derived therefrom, and the General Partner and its Affiliates and their respective stockholders, members, managers, employees and agents shall have no duty or obligation to make any reports to the Limited Partners or the Partnership with respect to any such ventures or activities.
The Limited Partners. 7.1 Limitations Regarding the Liability and Authority of the Limited Partners. No Limited Partner, as such, shall be personally liable for any of the debts of the Partnership, except (1) to the extent of its unpaid Commitment that has been called by the General Partner pursuant to the express terms hereof, and (2) to the extent that the law requires otherwise. The Partners intend to confer upon each Limited Partner the most complete limitation on liability permitted by law, and in connection therewith, and subject to the voting procedures and requirements set forth in this Agreement, hereby grant express authorization to the Limited Partners to maintain their limited liability hereunder in connection with all activities permitted of limited partners under the Texas Revised Limited Partnership Act, particularly Section 3.03(b), as it may be amended or interpreted. No Limited Partner, as such, shall take an active role in the management of the business or transact any business on behalf of the Partnership other than as expressly permitted by the Texas Revised Limited Partnership Act, or be entitled to any priority over any other Limited Partner.
The Limited Partners each Person who acquires an interest in a partnership interest and each other Person who is bound by this Agreement, hereby authorize the General Partner, on behalf of the Partnership as a member or partner of a Group Member, to approve actions by the managing member or general partner of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 9.3.
The Limited Partners. The Liquidator shall agree not to resign at any time without 15 days' prior notice and (if other than the General Partner or its designee) may be removed at any time, with or without cause, by notice of removal approved by the Limited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by the Limited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner and the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(a)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding-up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:
The Limited Partners. No Authority Vested in Limited Partners. Except for such matters, if any, as by the non-waivable provisions of the Act or by the Certificate or by this Agreement are directed or required to be exercised and done by the Limited Partners, the Limited Partners shall have no authority to act on behalf of or bind the Partnership or to vote on, approve or consent to any matter. The Limited Partners shall have no authority to remove the General Partner.
The Limited Partners. TCC and Lehigh shall be the limited partners of the Partnership.
The Limited Partners. No Limited Partner shall take part in the control or management of the business of the Partnership or transact any business in the name of the Partnership. No Limited Partner shall be subject to calls or assessments for cash contributions nor shall any Limited Partner in his capacity as such be bound by, or be personally liable for, any expense, liability or obligation of the Partnership, except to the extent of his contribution to the capital of the Partnership as adjusted and reflected in his Capital Account. The General Partner may be removed without cause by the affirmative vote of the holders of a majority of the Units outstanding. Expenses incurred in the removal, or attempted removal, of the General Partner shall be deemed expenses of the Partnership.
The Limited Partners. The Limited Partners have contributed the property described in Exhibit A, the Net Asset Value of which property is also set forth on Exhibit A. Each Limited Partner shall receive the number of Units and be entitled to the Percentage Interest set forth on Exhibit A. No Limited Partner shall be obligated to make any additional capital contributions and shall not be obligated to restore or eliminate any negative balance in such Limited Partner's Capital Account.
The Limited Partners. The Limited Partners shall not take part in the management or control of the business of the Partnership, shall not transact any business for the Partnership and shall not have the power to act for or bind the Partnership, said powers being vested solely and exclusively in the General Partner. No Limited Partner in its capacity as a Limited Partner shall maintain any action for partition or sale with respect to interests of the Partnership in real or personal property. The General Partner and each Limited Partner may engage in or hold an interest in any other business, venture, investment, or activity, whether or not similar to or competitive with the business.
(a) the Transfer to an Affiliate of the Limited Partner that is controlled by the Limited Partner or which is under common Control with the Limited Partner;
(b) the Transfer from one Limited Partner to another Limited Partner who already owns Partnership Units;
(c) the Transfer to an individual who controls that Limited Partner; and
(d) the Transfer to an immediate family member of the Limited Partner (if such Limited Partner is an individual) or to an immediate family member of an individual that Controls the Limited Partner. The General Partner may suspend or eliminate such limitations on transfer at its own discretion in order to provide for secondary market liquidity. The General Partner also reserves the right to exchange Class F Units or Class I Units, as the case may be, for Class C Units upon transfer if the General Partner determines that the proposed transferee is ineligible to hold Class F Units or Class I Units, as the case may be.
(a) elect a new General Partner in anticipation of the retirement, insolvency, bankruptcy, or dissolution of the General Partner;
(b) waive any default on the part of the General Partner on such terms as they may determine;
(c) continue the Partnership in the event that the Partnership is terminated by operation of law;
(d) approve or disapprove the exchange in a single transaction of substantially all of the business and assets of the Partnership;
(e) agree to any compromise or arrangement by the Partnership with any creditor, creditors, or class or classes of creditors, or with the holders of any shares or securities of the General Partner;
(f) require the General Partner, on behalf of the Partnership, to enforce any obligation or covenant on the part of any Limited Partner provided for in the Partnership Agreement;
(g) amend, modify, alter, or repeal any S...
