Continued Responsibility of General Partner Clause Samples

The "Continued Responsibility of General Partner" clause establishes that the general partner remains liable for its duties and obligations under the agreement, even if certain events occur, such as changes in partnership structure or delegation of tasks. In practice, this means that the general partner cannot avoid its responsibilities by appointing agents, transferring interests, or stepping down unless specifically released by the agreement. This clause ensures ongoing accountability, protecting the interests of the partnership and its limited partners by preventing the general partner from evading its core obligations.
Continued Responsibility of General Partner. Notwithstanding the General Partner's making the Maximum Permitted Delegation to Management, the General Partner shall remain responsible to the Partnerships for actions taken or omitted by Management within the scope of such delegation as if the General Partner had itself
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Continued Responsibility of General Partner. Notwithstanding the General Partner's making the Maximum Permitted Delegation to Management, the General Partner shall remain responsible to the Partnerships for actions taken or omitted by Management within the scope of such delegation as if the General Partner had itself taken or omitted to take any such actions. The General Partner's responsibility to each of the Partnerships is not expanded or limited by this Agreement and shall be in effect to the same extent and on the same terms and conditions as specified in the applicable Partnership Agreement or under Delaware law. Pursuant to Section 6.8(b) of each of the Partnership Agreements, in each case as amended as of the Effective Date, the General Partner is responsible for the misconduct or negligence of Management in performing the Maximum Permitted Delegation but is not responsible for any misconduct or negligence of other agents appointed by the General Partner in good faith. The General Partner shall be entitled to monitor Management's performance under this Agreement. The General Partner shall have the right and power to direct Management to take, or to cease from taking, any action that would constitute a breach of any Partnership Agreement. The General Partner shall have access to the books, records and documents of the Partnerships and Management and to their officers, directors and employees to monitor Management's performance under this Agreement. The General Partner shall have the right and power to direct Management to take, or to cease from taking, any action that would constitute a breach of any Partnership Agreement. The General Partner shall have access to the books, records and documents of the Partnerships and Management and to their officers, directors and employees to monitor Management's performance under this Agreement.
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Continued Responsibility of General Partner. Notwithstanding the making by the General Partner of the Maximum Permitted Delegation to Management, the General Partner shall remain responsible to the MLP for actions taken or omitted by Management within the scope of such delegation as if the General Partner had itself taken or omitted to take any such actions. The General Partner's responsibility to the MLP is not expanded or limited by this Agreement and shall be in effect to the same extent and on the same terms and conditions as specified in the MLP Partnership Agreement or under Delaware law. The General Partner shall be entitled to monitor Management's performance under this Agreement and shall have the right and power to direct Management to take, or to cease from taking, any action that would constitute a breach of the MLP Partnership Agreement. The General Partner shall have access to the books, records and documents of the MLP and Management and to any of their officers, directors and employees to monitor Management's performance under this Agreement.
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Continued Responsibility of General Partner. Notwithstanding the making by the General Partner of the Maximum Permitted Delegation to Management: (i) the General Partner shall remain responsible to the MLP for actions taken or omitted by Management within the scope of such delegation as if the General Partner had itself taken or omitted to take any such actions; (ii) the General Partner's responsibility to the MLP is not expanded or limited by this Agreement and shall be in effect to the same extent and on the same terms and conditions as specified in the MLP Partnership Agreement and under Delaware law; (iii) the General Partner shall be entitled to monitor Management's performance under this Agreement and shall have the right and power to direct Management to take, or to cease from taking, any action that would constitute a breach of the MLP Partnership Agreement; and (iv) the General Partner shall have access to the books, records and documents of the MLP and Management and to any of their officers, directors and employees to monitor Management's performance under this Agreement.
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Related to Continued Responsibility of General Partner

  • Acknowledgement of Services and Responsibility of the Manager The Resident acknowledges that neither the Manager nor the Institution stands in loco parentis with respect to the Resident. The Residence provides living accommodations for independent students who are to be responsible and accountable for their personal needs and their interactions with their fellow residents as opposed to residential care. The Manager is responsible for the maintenance and operation of the residence. The Manager, in consultation with the Institution, may from time to time, in its sole and unfettered discretion, establish and/or amend policies, protocols and guidelines to uphold and ensure compliance with the standards set forth by the Manager, all of which will constitute part of the Residence Community Living Standards or Institution Code of Conduct, as appropriate. The Resident hereby acknowledges and agrees that they are solely responsible for their compliance with / review of such policies, protocols and guidelines (as may be created, amended, revised or restated by the Manager) found at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.

  • Limited Responsibility Each Party shall be responsible only for service(s) and facility(ies) which are provided by that Party, its affiliates, authorized agents, subcontractors, or others retained by such parties, and neither Party shall bear any responsibility for the services and facilities provided by the other Party, the other Party’s affiliates, agents, subcontractors, or other persons retained by such parties. No Party shall be liable for any act or omission of another Telecommunications Carrier (other than an affiliate) providing a portion of a service, unless such Telecommunications Carrier is an authorized agent, subcontractor, or other retained by the party providing the service.

  • Liability of General Partner Except as otherwise provided in this Agreement, the liability of the General Partner arising from the conduct of the business affairs or operations of the Partnership or from the debts of the Partnership is unrestricted.

  • Employer Responsibility The Employer accepts its responsibility to insure equal opportunity in all aspects of employment for all qualified persons regardless of race, creed, religion, color, national origin, age, disability, reliance on public assistance, sex, marital status, sexual orientation/affectional preference, or any other class or group distinction, as set forth by state or federal anti-discrimination laws, or in Board policy.

  • Responsibility of PFPC (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.