Non-Consent. Without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and covenants and agrees that it shall not: (i) knowingly do any act in contravention of this Agreement; (ii) knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (iii) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; (iv) admit an additional Limited Partner, except as expressly provided herein; (v) merge or consolidate the Partnership with, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the Partnership Property (whether now owned or hereafter acquired) to any Person; (vi) terminate, liquidate or wind up Partnership, except upon occurrence of event which, under applicable law, terminates the Partnership in light of provisions of this Agreement; (vii) confess a judgment against the Partnership; or (viii) approve provisions of any loans that impose any personal liability on the Limited Partners.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Advanced Prosthetics of America, Inc.), Limited Partnership Agreement (JMA Associates, Inc.)