MANAGEMENT AND REPRESENTATION. 9.1 The Partnership shall at all times be managed by two or more managing Limited Partners (geschäftsführender Kommanditisten) who are members of the MEP Board (“Managing Limited Partners”). ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are the Managing Limited Partners as at the effective date of this Partnership Agreement. Subject to Section 9.2, further Managing Limited Partners may be appointed and the appointment of Managing Limited Partners may be rescinded by way of a resolution of the MEP Board. The appointment of any further Managing Limited Partner shall become effective when accpted by the new appointee in writing vis-à-vis the General Partner or a Managing Limited Partner (if any). The revocation of the appointment shall become effective when notified in writing by the General Partner or a Managing Limited Partner (if any) to the relevant Managing Limited Partner. 9.2 Each Managing Limited Partner is entitled to resign at his discretion. The resignation shall be in writing and shall become effective when received by one other Managing Limited Partner (if any) or the General Partner, provided that, if the resignation would otherwise result in the Partnership not having at least one natural person appointed as a Managing Limited Partner, the resignation shall become effective only upon a new Managing Limited Partner, who is a natural person, being properly appointed to replace the resigning Managing Limited Partner. The right to resign for cause with immediate effect shall remain unaffected. A Managing Limited Partner’s appointment as Managing Limited Partner terminates automatically as of the time he/she ceases to be a Limited Partner. If the number of Managing Limited Partners falls below two for any reason, the General Partner shall appoint one or two Managing Limited Partner(s) (as necessary to re-establish two Managing Limited Partners). Such appointments shall become effective if and when the new appointee(s) accept(s) the appointment in writing vis-à-vis the General Partner or the other Managing Limited Partner (if any). 9.3 The Managing Limited Partners shall manage the affairs of the Partnership in accordance with this Partnership Agreement and jointly at their discretion and in accordance with the law and the Partnership’s contractual commitments. Save as otherwise provided in this Partnership Agreement, the General Partner is excluded from managing the Partnership’s affairs. 9.4 The Managing Limited Partners are authorised to represent the Partnership vis-à-vis third parties (Handlungsvollmacht). If the Partnership has only one Managing Limited Partner, the Managing Limited Partner is authorised to represent the Partnership alone. If two or more Managing Limited Partners have been appointed, two Managing Limited Partners are authorised to represent the Partnership jointly. 9.5 Without prejudice to Section 9.4, the General Partner shall be entitled to represent the Partnership vis-à-vis third parties (Vertretungsbefugnis). 9.6 The General Partner and the Managing Limited Partners are each exempt from the restrictions of sec. 181 of the German Civil Code (BGB) as regards any dealings with or involving the Partnership. 9.7 The General Partner and the Managing Limited Partners shall be entitled to immediate reimbursement of any out-of-pocket expenses incurred by them for representing or managing the Partnership. Moreover, irrespective of the annual result of the Partnership, the General Partner shall be paid a sum equivalent to five per cent (5%) p.a. of its share capital as compensation for the liability assumed by it. The Managing Limited Partners shall not be entitled to any compensation for the services to be rendered hereunder.
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MANAGEMENT AND REPRESENTATION. 9.1 The Partnership shall at all times be managed by two or more 6.1 ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Hilverkus were appointed as the initial managing Limited Partners Partner (geschäftsführender KommanditistenKommanditist) who are members of the MEP Board (a “Managing Limited PartnersPartner”). ) Messrs. ▇▇▇▇▇▇ ▇▇▇▇ (Chairman) and ▇▇ and ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇-Wolf (CFO) are the hereby each appointed as further Managing Limited Partners as at Partners, their respective appointment becomes effective upon them acquiring their respective Limited Partnership Interests and registration thereof in the effective date of this Partnership Agreementcommercial register. Subject to Section 9.2, further Further Managing Limited Partners may be appointed and the appointment of Managing Limited Partners may be rescinded by way of a resolution of the MEP BoardPartnership. The appointment of any further as a Managing Limited Partner shall become effective when accpted accepted by the new appointee in writing vis-à-vis the General Partner or a Managing Limited Partner (if any). The revocation rescission of the appointment shall become effective when notified in writing by the General Partner or a Managing Limited Partner (if any) to the relevant other Managing Limited Partner. The individuals at any time appointed as Managing Limited Partners under or in accordance with this Partnership Agreement are herein referred to as “Managing Limited Partner”.
9.2 6.2 Each Managing Limited Partner is entitled to resign at his discretion. The resignation shall be in writing and shall become effective when received by one other Managing Limited Partner (if any) or the General Partner, provided that, if the resignation would otherwise result in the Partnership not having at least one natural person an individual appointed as a Managing Limited Partner, the resignation shall become effective only upon a new Managing Limited Partner, who is a natural person, being properly appointed and such appointment being effective, to replace the resigning Managing Limited Partner. The right to resign for cause with immediate effect shall remain unaffected. A If one of the Managing Limited Partner’s Partners ceases to be a partner, his appointment as Managing Limited Partner terminates automatically as of the time he/she ceases to be a the transfer of his Limited PartnerPartnership Interest becomes effective. The Partnership shall have at any time at least two Managing Limited Partners. If the number of Managing Limited Partners falls below two for any reason, the General Partner shall appoint one or two Managing Limited Partner(s) (as necessary to re-establish two Managing Limited Partners). Such appointments shall become effective if and when the new appointee(s) accept(s) accepts the appointment in writing vis-à-vis the General Partner or the other Managing Limited Partner (if any).
9.3 6.3 The Managing Limited Partners shall manage the affairs of the Partnership in accordance with this Partnership Agreement and jointly at their discretion and in accordance with the law and the Partnership’s contractual commitmentsAgreement. Save as otherwise provided in this Partnership Agreement, the The General Partner is excluded from managing the Partnership’s affairs. The Managing Limited Partners shall manage the affairs of the Partnership jointly at their discretion and in accordance with the law, this Partnership Agreement and the Partnership’s contractual commitments (in particular including its obligations under the Investment Agreement). Should only one Managing Limited Partner be appointed, this Managing Limited Partner manages the Partnership’s affairs alone.
9.4 6.4 The General Partner shall be entitled to represent the Partnership vis-à-vis third parties (Vertretungsbefugnis). Subject to § 9.2 hereof, prior to taking any action or making any declarations it shall obtain (i) the instructions of the Managing Limited Partners, or (ii) instructions from the Partners in form of a properly adopted partnership resolution. If the General Partner disagrees with instructions of the Managing Limited Partners, before complying with the relevant instructions, the General Partner is entitled to submit to the Partners a written resolution in accordance with § 7.4 or to call a formal partners meeting in accordance with § 7.5 to obtain confirmation of the relevant instructions. The General Partner is bound by the instructions of the Managing Limited Partners as confirmed by a Partnership resolution.
6.5 The Managing Limited Partners are authorised to represent the Partnership vis-à-vis third parties (Handlungsvollmacht). If the Partnership has only one Managing Limited Partner, the Managing Limited Partner is authorised to represent the Partnership alone. If two or more than one Managing Limited Partners Partner have been appointed, two Managing Limited Partners are authorised to represent the Partnership jointly.
9.5 Without prejudice to Section 9.4, 6.6 The Managing Limited Partners and the General Partner shall be entitled to represent the Partnership vis-à-vis third parties (Vertretungsbefugnis).
9.6 The General Partner and the Managing Limited Partners including its managing directors) are each exempt from the restrictions of sec. § 181 of the German Civil Code (BGB) as regards any dealings with or involving the Partnership.
9.7 6.7 The General Partner and the Managing Limited Partners shall be entitled to immediate reimbursement of any out-of-pocket expenses incurred by them it for representing or managing the Partnership. Moreover, irrespective of the annual result of the Partnership, the General Partner shall be paid a sum equivalent to five per cent (5%) % p.a. of its share capital as compensation for the liability assumed by it. The Managing Limited Partners shall not be entitled to any compensation for the services to be rendered hereunder.
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