Action by the General Partner Clause Samples

The "Action by the General Partner" clause defines the authority and procedures by which the general partner makes decisions and takes actions on behalf of a partnership or fund. Typically, this clause outlines the scope of the general partner's powers, such as entering into contracts, managing assets, or making investment decisions, and may specify any limitations or required consents from limited partners or advisory committees. Its core practical function is to clarify the decision-making process within the partnership, ensuring efficient management while delineating the boundaries of the general partner's authority.
Action by the General Partner. If an ERISA Partner has not disposed of its entire Interest (or such portion of its Interest as, in the discretion of the General Partner, is sufficient to prevent the Partnership’s assets from being deemed “plan assets” for purposes of ERISA) within thirty (30) days of the General Partner having notified such ERISA Partner of the determination set forth in Section 10.3(a), then, notwithstanding anything to the contrary herein, the General Partner shall have the right, but not the obligation, upon fifteen (15) days’ prior written notice, to do, in its discretion, any or all of the following to reduce or alleviate any restrictions, prohibitions or other material complications resulting from the Partnership’s assets being deemed “plan assets” for the purposes of ERISA: (i) offer to any Non-Plan Party the opportunity to purchase, or purchase itself, at the Fair Market Value thereof, all or any portion of the ERISA Partner’s Interest that remains after operation of paragraph (ii) of this Section 10.3(b); or (ii) dissolve and terminate the Partnership and distribute the Partnership assets in conformity with Section 12. In determining the appropriate action to take under this Section 10.3(b), the General Partner shall take into consideration the effect of such action on all of the Limited Partners, including those Limited Partners that have not caused the General Partner to consider any of the foregoing actions. Unless such action results from the failure of the Partnership to comply with an exception set forth in ERISA, or any regulations issued thereunder, because the General Partner contravenes any provision of this Agreement, all costs and expenses in connection with Section 10.3(a) and this Section 10.3(b) in respect of any Limited Partner shall be paid by such Limited Partner.
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Action by the General Partner. If the General Partner determines that there is a reasonable likelihood that any or all of the assets of the Fund would be deemed to be “plan assets” for purposes of ERISA, it will notify the ERISA Partners promptly in writing of same, and each ERISA Partner will, upon the written request and with the reasonable cooperation of the General Partner, use commercially reasonable efforts (or, if such reasonable likelihood of such assets being deemed “plan assets” for purposes of ERISA arose because of the General Partner’s failure to comply with Section 4.3, such ERISA Partner will reasonably cooperate in the commercially reasonable efforts of the General Partner) to dispose of such ERISA Partner’s entire interest in the Fund (or such portion of its interest that the General Partner determines is sufficient to prevent the Fund’s assets from being deemed to be “plan assets” for purposes of ERISA) to a Non-Plan Party at a price reasonably acceptable to such ERISA Partner, in a transaction that complies with Section 10.1. If the General Partner makes a request pursuant to the preceding sentence, the General Partner shall elect that the ERISA Partners take such action in proportion to their Capital Commitments. If an ERISA Partner or the General Partner, as the case may be, has not disposed of the ERISA Partner’s entire interest in the Fund (or such portion of its interest that the General Partner determines is sufficient to prevent the Fund’s assets from being deemed “plan assets” for purposes of ERISA) within 30 days of the General Partner having notified such ERISA Partner of the General Partner’s determination described in the first sentence of this Section 3.4(b), then, notwithstanding any provision of this Agreement to the contrary, the General Partner shall have the right, but not the obligation, upon five Business Days’ prior written notice, to do any or all of the following to reduce or alleviate any restrictions, prohibitions or other material complications resulting from the Fund’s assets being deemed “plan assets” for purposes of ERISA: (i) prohibit an ERISA Partner, as the case may be, from making a Capital Contribution with respect to any and all future Portfolio Investments and reduce its Remaining Capital Commitment to any amount greater than or equal to zero; (ii) offer to each Non-Defaulting Partner other than ERISA Partners (but including Substitute Partners) who is not, absent an exemption, a “party in interest” (as defined in ERISA) to the ERIS...
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Action by the General Partner. If an ERISA Partner has not disposed of its entire Interest (or such portion of its Interest that, in the sole discretion of the General Partner, is sufficient to prevent the Partnership’s assets from being deemed “plan assets” for purposes of ERISA) within thirty (30) days of the General Partner having notified such ERISA Partner of the determination set forth in Section 10.3(a), then, notwithstanding anything to the contrary herein, the General Partner shall have the right, but not the obligation, upon fifteen (15) days’ prior written notice, to do, in its sole discretion, any or all of the following to reduce or alleviate any restrictions, prohibitions or other material complications resulting from the Partnership’s assets being deemed “plan assets” for the purposes of ERISA: (i) prohibit an ERISA Partner from making a Capital Contribution with respect to any and all future Portfolio Investments and reduce its Remaining Capital Commitment to any amount greater than or equal to zero; (ii) offer to each Partner other than Defaulting Limited Partners or ERISA Partners, but including Substitute Limited Partners, the opportunity to purchase a portion of the ERISA Partner’s Interest at the Fair Market Value thereof (such interest may, in the General Partner’s sole discretion, include all or any portion of the ERISA Partner’s Remaining Capital Commitment as calculated prior to giving effect to paragraph (i) of this Section 10.3(b)), provided that, without the consent of the General Partner, no Limited Partner shall be entitled to purchase a percentage of such Interest that would result: (A) in such Partner’s Capital Commitment (or the excess of its Capital Commitment over its Remaining Capital Commitment) being equal to or greater than ten percent (10%) of the aggregate Capital Commitments of all Partners; or (B) in such Partner’s Capital Contribution in respect of any Portfolio Investment being greater than the lesser of (1) fifty percent (50%) of such Partner’s Capital Commitment and (2) the largest amount (rounded to the nearest one hundred dollars) that, in the sole judgment of the General Partner, such Partner could contribute or invest without having a Material Adverse Effect; (iii) offer to any Non-Plan Party the opportunity to purchase, or purchase itself, at the Fair Market Value thereof, all or any portion of the ERISA Partner’s Interest that remains after operation of paragraph (ii) of this Section 10.3(b); (iv) liquidate all or any portion of the E...
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Action by the General Partner. Except as may be expressly ----------------------------- limited by the provisions of this Agreement, the General Partner is specifically authorized, as appropriate, to execute, sign, seal and deliver in the name and on behalf of the Partnership any and all agreements, certificates, instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Partnership.
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Action by the General Partner. The General Partner shall use reasonable efforts to ensure that the Partnership does not hold Plan Assets. Each Partner that is or will be an ERISA Investor on the Closing Date (or date of transfer, if applicable) when it is admitted to the Partnership shall so notify the General Partner in writing prior to such Closing Date (or date of transfer, if applicable). Any Investor which has not indicated in its Subscription Agreement (or transfer documentation, in the case of a Transfer) that it is an ERISA Investor hereby represents, warrants and covenants that it is not, it is not acting on behalf of and, so long as it holds an interest in the Partnership, it will not be and will not be acting on behalf of an ERISA Investor. If the General Partner determines in its sole discretion that there is a reasonable likelihood that (i) any or all of the assets of the Partnership would be deemed to be Plan Assets, (ii) any or all of the assets of the Partnership would be deemed to be the assets of a Public Plan Investor, (iii) investment in the Partnership would become illegal for a Public Plan Investor or (iv) the Partnership, the Investment Manager, the AIFM or the General Partner would be treated as a fiduciary under any law applicable to a Public Plan Investor, as the case may be (each of clause (i), (ii), (iii) or (iv), a “Regulatory Issue”), the General Partner shall send a written request to each ERISA Investor (in the case of a determination referred to in clause (i) above) or such Public Plan Investor (in the case of a determination referred to in clauses (ii), (iii) or (iv) above), and each such ERISA Investor or Public Plan Investor will, with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such ERISA Investor’s or Public Plan Investor’s entire Total Investment in the Partnership (or such portion of its Total Investment as the General Partner determines in its sole discretion is sufficient to prevent the Regulatory Issue) to any Non-Defaulting Partner or any other third Person, whose acquisition of such Total Investment would result in a reduction in the percentage of the Partnership’s assets that are or might be treated as assets of an employee benefit plan (a “Non-Plan Party”), at a price reasonably acceptable to such ERISA Investor or Public Plan Investor, in a transaction that complies with Article IX or Section 10.2. The General Partner shall elect that such ERISA Investors or Public Plan Investors, as...
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Action by the General Partner. It is intended that none of the Fund, the General Partner or the Manager, or any of their respective Affiliates, will act as or be deemed to be a fiduciary under ERISA with respect to any ERISA Partner or the assets of the Fund; provided, however, that this provision is not intended to negate the fiduciary duties imposed upon a general partner under the Act. Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action or refrain from taking any action which in its judgment is necessary or desirable in order to prevent any Fund assets from being deemed to constitute Plan Assets of any ERISA Partner.
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Related to Action by the General Partner

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto. (b) The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.

  • Liability of the General Partner (a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement. (b) The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, itself and its stockholders collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its stockholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its stockholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its stockholders or the Limited Partner shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith. (c) Subject to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith. (d) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. (e) Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following: (a) invest and reinvest Partnership funds for the purposes set forth in Section 1.4, in any manner deemed advisable by the General Partner; (b) hold, manage, maintain, improve, repair, alter, mortgage, finance, pledge, encumber and otherwise deal with Partnership property; (c) execute any and all agreements, contracts, documents, certificates and instruments necessary or convenient in connection with the Partnership’s business; (d) make loans, sell, exchange, assign, transfer or otherwise dispose of any Partnership property; (e) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge or other lien on any Partnership property; (f) prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the Partnership’s property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership’s property; (g) make any and all elections for federal, state and local tax purposes; (h) take, or refrain from taking, all actions not expressly proscribed or limited by this Agreement as may be necessary or appropriate to accomplish the purposes of the Partnership; and (i) engage in any kind of activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.