Common use of LIMITS ON GENERAL PARTNER'S POWERS Clause in Contracts

LIMITS ON GENERAL PARTNER'S POWERS. Notwithstanding anything in this Agreement to the contrary, the General Partner shall not: (a) without the prior consent of the specific act by all the Limited Partners given in this Agreement or by other written instrument executed and delivered by all the Limited Partners subsequent to the date of this Agreement, cause or permit the Partnership to knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction. (b) without the prior consent of the specific act by a Majority-in-Interest of the Limited Partners, cause or permit the Partnership to: (i) merge, sell, exchange, lease, mortgage, pledge or otherwise transfer all or a substantial part of the assets of the Partnership other than in the ordinary course of the business of the Partnership; (ii) transfer or assign rights in the Partnership’s property for other than a Partnership purpose; (iii) incur indebtedness other than in the ordinary course of the business of the Partnership; (iv) change the nature of the business of the Partnership; (v) commit any voluntary act of bankruptcy; (vi) engage in transactions in which the General Partner has an actual or potential conflict of interest with the Limited Partners in the Partnership (vii) merge or consolidate with any other entity; (viii) admit new Partners except as specifically provided for in this Agreement; (ix) adopt or change a significant tax or accounting practice or principle of the Partnership, any significant tax or accounting election, or the adoption of any position for purposes of any tax return that will have a Material Adverse Effect on any Partner (unless the making of such election is expressly contemplated by this Agreement); or (x) change the fiscal year or change the independent accountants of the Partnership.