Examples of Sole and Absolute Discretion in a sentence
The General Partner shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 461(h) and 754) upon the General Partner's determination in its Sole and Absolute Discretion that such revocation is in the best interests of the Partners, provided, however, with respect to the revocation of a Code Section 754 election, the Consent of the Xxxxxxx Limited Partners shall be required, such consent not to be unreasonably withheld or delayed.
Without the written consent of the General Partner, which written consent may be withheld in its Sole and Absolute Discretion, (a) Xxxxxxx, Inc.
No Other Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee without the written consent of the General Partner, which written consent may be withheld in its Sole and Absolute Discretion.
At the request of any Limited Partner, the General Partner agrees to inform such Limited Partner regarding the preparation and filing of any returns and with respect to any subsequent audit or litigation relating to such returns and to promptly provide each Partner with a copy of any and all such returns; provided, however, that the filing of such returns shall be in the Sole and Absolute Discretion of the General Partner.
If the General Partner, in its Sole and Absolute Discretion, does not consent in writing to the admission of any transferee of a Limited Partner as a Substituted Limited Partner, as described in Section 11.4 hereof, such transferee shall be considered an Assignee for purposes of this Agreement.
A transferee of the interest of a Limited Partner may be issued Partnership Unit Certificates and admitted as a Substituted Limited Partner only with the written consent of the General Partner, which consent may be withheld in its Sole and Absolute Discretion.
The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds ("ADDITIONAL FUNDS") for the acquisition or development of additional Properties, for the redemption of Partnership Units or for such other purposes as the General Partner may determine, in its Sole and Absolute Discretion.
Except as expressly set forth in Article 15, no Person, including, without limitation, any Partner or Assignee, shall have any preemptive, preferential, participation or other similar right or rights to subscribe for or acquire any Partnership Interest; provide that, subject to Section 4.2(c), the General Partner shall have the right to grant any such right in its Sole and Absolute Discretion.
The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the Sole and Absolute Discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.7 hereof shall be fully applicable to the tax matters partner in its capacity as such.
The hiring of the initial and any subsequent general manager, controller, and director of sales and marketing of the Hotel shall be subject to the prior approval of Owner in its Sole and Absolute Discretion.