Power and Authority of General Partner Sample Clauses

Power and Authority of General Partner. The General Partner has, and at the Closing Date will have, full limited liability company power and authority to serve as general partner of Sunoco in all material respects as disclosed in the Offering Memorandum.

Power and Authority of General Partner. Subject to the receipt of Consent of the Special Limited Partner or the consent of the Limited Partner where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the Managing General Partner shall have complete and exclusive control over the management of the Partnership business and affairs, and shall have the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. No Limited Partner or Special Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall have any right to be active in the management of the Partnership's business or investments or to exercise any control thereover, nor have the right to bind the Partnership in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Partnership, except as otherwise specifically provided in this Agreement.

Power and Authority of General Partner. The General Partner has, and at each Delivery Date will have, full limited liability company power and authority to serve as general partner of the Partnership in all material respects as disclosed in the Registration Statement and the most recent Preliminary Prospectus.

Power and Authority of General Partner. The General Partner has, and on the Closing Date and each settlement date will have, all requisite power and authority to act as general partner of the Partnership in all material respects as described in the Registration Statement, the Disclosure Package and the Prospectus.

Power and Authority of General Partner. Except as provided in Section 6.2 and elsewhere in this Agreement and except as otherwise provided by applicable law, the General Partner shall have full and exclusive power and authority on behalf of the Partnership to manage, control, administer and operate the properties, business and affairs of the Partnership in accordance with this Agreement and to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate thereto.

Power and Authority of General Partner. (a) The General Partner shall conduct, direct and exercise full control over all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and the Limited Partners shall have no right of control over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under the Act or which are granted to the General Partner under any other provision of this Agreement, the General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership in the name of the Partnership, including, without limitation, (i) entering into the Stock Purchase Agreement and/or any amendments thereof with MESA; (ii) entering into any agreement in the name and on behalf of the Partnership pursuant to which the Partnership will acquire the Preferred Stock and/or other Securities of MESA; (iii) the making of any expenditures and the incurring of any obligations it deems necessary or advisable for the conduct of the business activities of the Partnership; (iv) the disposition, mortgage, pledge, encumbrance, hypothecation, or exchange of any or all of the Securities of the Partnership, provided, however, that the General Partner shall not cause the Partnership to incur any indebtedness that would aggregate in excess of 15% of the Fair Market Value of the Partnership's Securities (calculated at the time the Partnership incurs such indebtedness) unless the General Partner shall have received the prior consent of a Super Majority Interest of the Limited Partners; (v) the exercise of all rights, powers, privileges and other incidents of ownership or possession with respect to Securities held or owned by the Partnership, including but not limited to the exercise of all voting rights with respect to such Securities; (vi) the conversion of the Preferred Stock (including the decision whether to convert and the timing of any such conversion) into Common Stock; (vii) the negotiation and execution on terms deemed desirable to the Partnership in its sole discretion and the performance of any contracts or other instruments that it considers useful or necessary to the conduct of Partnership business activities or the implementation of its powers under this Agreement; (viii) the distribution of Partne...

Power and Authority of General Partner. The General Partner, an indirect wholly owned subsidiary of Equitrans, has, and on the Closing Date will have, all requisite power and authority to act as general partner of the Partnership in all material respects as described in the Time of Sale Information and the Offering Memorandum.

Power and Authority of General Partner. The General Partner has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with full power and authority to conduct business and enter into this Agreement. The General Partner has obtained and filed any necessary consent, approval, authorization or order necessary, under any “Laws,” which is required for the performance of the General Partner’s obligations or business in relation to this Agreement other than with respect to the consents, approvals, authorizations or orders the Selling Agency Agreement ________________/▇▇▇▇▇▇ Futures Fund, L.P. (US) 5

Power and Authority of General Partner. Subject to the -------------------------------------- limitations contained herein, the General Partner shall have the power and authority, and without the consent of any Limited Partners, in the name and on behalf of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.05 and to perform all acts and enter into and perform all contracts and other undertakings which he may reasonably deem necessary or advisable or incidental thereto, including without limitation, the power and authority to: (a) open, maintain, conduct and close custodian accounts for securities and monies; (b) open, maintain, conduct and close accounts, including margin accounts, with brokers, including holding securities in street name; (c) open, maintain, and close bank accounts and draw checks or other orders for the payment of monies; (d) lend, with or without security, any of the funds or properties of the Partnership and from time to time-without limit as to amount, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (e) execute, deliver, acknowledge and file in the name and on behalf of the Partnership (i) a Certificate of Limited Partnership and, as required by law, any amendment or supplement thereto and (ii) all other documents required by law for the operation of the Partnership's business (including, but not limited to, assumed name certificates); (f) appoint, engage or retain persons to serve as officers, managers of the Partnership or as a Partnership Functionary, share personnel, equipment, office space, supplies and other services with other persons, partnerships or corporations (including, without limitation, those of Cardinal, or any Affiliate or parent thereof) and, if required, to pay a fair allocated share of such expenses; (g) do any and all acts on behalf of the Partnership, and exercise all rights of the Partnership, with respect to its Securities or its interest in any person, firm, corporation or other entity, including, without limitation, the voting of Securities, the negotiation and payment of commissions in amounts in excess of any so-called minimum commission (including so-called "soft dollar arrangements"), participation in arrangements with creditors, the institution of suits and administrative proceedings and other like or similar matters; (h) act and incur expenses for and ...