Power and Authority of General Partner. Subject to the Consent of the Special Limited Partner or the consent of the Limited Partner where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the General Partner shall have complete and exclusive control over the management of the Partnership business and affairs, and shall have the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. If there is more than one General Partner, all acts, decisions or consents of the General Partners shall require the concurrence of all of the General Partners. No actions taken without the authorization of all the General Partners shall be deemed valid actions taken by the General Partners pursuant to this Agreement. No Limited Partner or Special Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall have any right to be active in the management of the Partnership's business or investments or to exercise any control thereover, nor have the right to bind the Partnership in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Partnership, except as otherwise specifically provided in this Agreement.
Power and Authority of General Partner. The General Partner has, and at each Delivery Date will have, full limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement and the most recent Preliminary Prospectus.
Power and Authority of General Partner. The General Partner has, and on the Closing Date and each settlement date will have, all requisite power and authority to act as general partner of the Partnership in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.
Power and Authority of General Partner. The General Partner has, and at the Closing Date will have, full limited liability company power and authority to serve as general partner of Sunoco in all material respects as disclosed in the Offering Memorandum.
Power and Authority of General Partner. Except as provided in Section 6.2 and elsewhere in this Agreement and except as otherwise provided by applicable law, the General Partner shall have full and exclusive power and authority on behalf of the Partnership to manage, control, administer and operate the properties, business and affairs of the Partnership in accordance with this Agreement and to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate thereto.
Power and Authority of General Partner. The General Partner, an indirect wholly owned subsidiary of Equitrans, has, and on the Closing Date will have, all requisite power and authority to act as general partner of the Partnership in all material respects as described in the Time of Sale Information and the Offering Memorandum.
Power and Authority of General Partner. Subject to the receipt of Consent of the Special Limited Partner or the consent of the Limited Partner where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the Managing General Partner shall have complete and exclusive control over the management of the Partnership business and affairs, and shall have the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. No Limited Partner or Special Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall have any right to be active in the management of the Partnership's business or investments or to exercise any control thereover, nor have the right to bind the Partnership in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Partnership, except as otherwise specifically provided in this Agreement.
Power and Authority of General Partner. The General Partner has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with full power and authority to conduct business and enter into this Agreement. The General Partner has obtained and filed any necessary consent, approval, authorization or order necessary, under any “Laws,” which is required for the performance of the General Partner’s obligations or business in relation to this Agreement other than with respect to the consents, approvals, authorizations or orders the Selling Agency Agreement ________________/Xxxxxx Futures Fund, L.P. (US) 5
Power and Authority of General Partner. (a) The General Partner shall conduct, direct and exercise full control over all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and the Limited Partners shall have no right of control over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under the Act or which are granted to the General Partner under any other provision of this Agreement, the General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership in the name of the Partnership, including, without limitation, (i) entering into the Stock Purchase Agreement and/or any amendments thereof with MESA; (ii) entering into any agreement in the name and on behalf of the Partnership pursuant to which the Partnership will acquire the Preferred Stock and/or other Securities of MESA; (iii) the making of any expenditures and the incurring of any obligations it deems necessary or advisable for the conduct of the business activities of the Partnership; (iv) the disposition, mortgage, pledge, encumbrance, hypothecation, or exchange of any or all of the Securities of the Partnership, provided, however, that the General Partner shall not cause the Partnership to incur any indebtedness that would aggregate in excess of 15% of the Fair Market Value of the Partnership's Securities (calculated at the time the Partnership incurs such indebtedness) unless the General Partner shall have received the prior consent of a Super Majority Interest of the Limited Partners; (v) the exercise of all rights, powers, privileges and other incidents of ownership or possession with respect to Securities held or owned by the Partnership, including but not limited to the exercise of all voting rights with respect to such Securities; (vi) the conversion of the Preferred Stock (including the decision whether to convert and the timing of any such conversion) into Common Stock; (vii) the negotiation and execution on terms deemed desirable to the Partnership in its sole discretion and the performance of any contracts or other instruments that it considers useful or necessary to the conduct of Partnership business activities or the implementation of its powers under this Agreement; (viii) the distribution of Partne...
Power and Authority of General Partner. (a) The General Partner, subject to the express terms and conditions of its Regulations, shall conduct, direct and exercise full control over all activities of the Partnership. Except as otherwise expressly provided in Section 5.2 and elsewhere in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and the Limited Partners shall have no right of control over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under the Act or which are granted to the General Partner under any other provision of this Agreement, the General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership in the name of the Partnership, including, without limitation (except as aforesaid), the right and power to:
(1) acquire producing and non-producing oil and gas properties, leases, mineral interests, royalty or overriding royalty interests, fee rights, licenses, concessions or other rights covering oil, gas and related hydrocarbons (or contractual options or other rights to acquire any such interest) or an undivided interest therein or portion thereof, together with all appurtenances, easements, permits, licenses, servitudes and rights-of-way situated upon or used or held for future use in connection with any such interest or the exploration, development or operation thereof, and otherwise act for, in the name of and on behalf of the Partnership with respect to such properties, all in accordance with the terms of this Agreement;
(2) purchase or otherwise acquire other real or personal property of every nature, considered necessary or appropriate to carry on and conduct the business of the Partnership;
(3) borrow monies for the purchase, development, exploration and maintenance of Partnership assets and other aspects of the Partnership’s business and from time to time draw, make, execute and issue promissory notes and other negotiable or non-negotiable instruments and evidences of indebtedness; to secure the payment of the sums so borrowed and mortgage, pledge or assign in trust all or any part of the property of the Partnership, and assign any monies owing or to be owing to the Partnership;
(4) enter into any agreements of joint venture or partnership or for sharing of risks, expenses or profits, with any Person, government or age...
