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 Partnership cash or Securities (consistent with Section 4.2 or Article VIII, as applicable); (ix) the selection and dismissal of employees and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (x) the appointing of attorneys-in-fact and officers who will act on behalf of the Partnership; (xi) the admission of substituted or additional Limited Partners upon such terms and subject to such conditions as the General Partner shall determine in its sole discretion; (xii) the provision of continuing analysis and consulting assistance to MESA during such time as the Minimum Ownership Condition is satisfied; and (xiii) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of any litigation and the incurring of legal expenses and the settlement of claims and litigation. (b) Each Limited Partner hereby consents and agrees that the General Partner is authorized to execute, deliver and perform the agreements, acts, transactions and matters described in this Agreement on behalf of the Partnership without any further act, approval or vote of the Partners or the Partnership (unless any other provision of this Agreement provides otherwise), including without limitation, the execution of the Stock Purchase Agreement, the closing of the transactions contemplated by the Stock Purchase Agreement, the acquisition of Securities, the conversion of any such Securities, the sale or other disposition of Partnership property and despite the fact that the specific terms and conditions of any such conversion, sale or disposition are not presently known by such Partner. The participation by the General Partner in any agreement or action authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners under this Agreement or under applicable law. (c) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the General Partner may, in its sole discretion, retain or use any affiliate's personnel, properties and equipment or the General Partner may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the General Partner deems advisable. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take any action or make any decision.
Appears in 1 contract
Sources: Agreement of Limited Partnership (DNR Mesa Holdings L P)
Power and Authority of General Partner. (a) The General Partner Partner, subject to the express terms and conditions of its Regulations, shall conduct, direct and exercise full control over all activities of the Partnership. Except as otherwise expressly provided in Section 5.2 and elsewhere 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 limitationlimitation (except as aforesaid), the right and power to:
(i1) entering into acquire producing and non-producing oil and gas properties, leases, mineral interests, royalty or overriding royalty interests, fee rights, licenses, concessions or other rights covering oil, gas and related hydrocarbons (or contractual options or other rights to acquire any such interest) or an undivided interest therein or portion thereof, together with all appurtenances, easements, permits, licenses, servitudes and rights-of-way situated upon or used or held for future use in connection with any such interest or the Stock Purchase Agreement and/or any amendments thereof with MESA; (ii) entering into any agreement exploration, development or operation thereof, and otherwise act for, in the name of and on behalf of the Partnership pursuant with respect to which such properties, all in accordance with the Partnership will terms of this Agreement;
(2) purchase or otherwise acquire the Preferred Stock and/or other Securities real or personal property of MESA; (iii) the making of any expenditures and the incurring of any obligations it deems every nature, considered necessary or advisable for the appropriate to carry on and conduct of the business activities of the Partnership;
(3) borrow monies for the purchase, development, exploration and maintenance of Partnership assets and other aspects of the Partnership’s business and from time to time draw, make, execute and issue promissory notes and other negotiable or non-negotiable instruments and evidences of indebtedness; (iv) to secure the disposition, payment of the sums so borrowed and mortgage, pledge, encumbrance, hypothecation, pledge or exchange of assign in trust all or any or all part of the Securities property of the Partnership, providedand assign any monies owing or to be owing to the Partnership;
(4) enter into any agreements of joint venture or partnership or for sharing of risks, howeverexpenses or profits, with any Person, government or agency thereof engaged in any business or transaction in which the Partnership is authorized to engage;
(5) explore and prospect by geological, geophysical or other methods for the location of anomalies or other indications favorable to the accumulation of oil and gas, including specifically the power to contract with third Persons for such purposes;
(6) maintain, develop, operate, manage and defend Partnership property; to drill, test, plug and abandon or complete and equip, rework and recomplete any number of w▇▇▇▇ on Partnership properties for the production of oil and gas; to contract with third Persons for such purposes; to carry out a program or programs of enhanced recovery operations on Partnership properties and to do any and all other things necessary or appropriate to carry out the terms and provisions of this Agreement which would or might be done by a normal and prudent operator in the development, operation and management of its own property;
(7) enter into and execute operating agreements, drilling contracts, farmouts, dry and bottom hole and acreage contribution letters, participation agreements, gas processing agreements and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, sale, development, exploration or operation of oil and gas properties, agreements as to rights-of-way and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to carry on and conduct the business of the Partnership, for such consideration and on such terms as the General Partner may determine to be in the best interests of the Partnership;
(8) sell the production accruing to Partnership properties and to execute gas sales contracts, casinghead gas contracts, transfer orders, division orders, or any other instruments in connection with the sale of production from the Partnership’s interest in such properties;
(9) farm-out, sell, assign, convey or otherwise dispose of, for such consideration and upon such terms and conditions as the General Partner may determine to be in the best interests of the Partnership, all or any part of the Partnership property, any interest therein, or any interest payable therefrom, and in connection therewith to execute and deliver such deeds, assignments and conveyances containing such warranties as the General Partner may determine to be appropriate;
(10) purchase, lease, rent or otherwise acquire or obtain the use of facilities, machinery, equipment, tools, materials and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient, or advisable in connection with carrying on the business of the Partnership;
(11) pay monies with respect to delay rentals, bonus payments, shut-in gas royalty payments, property taxes, surface damages, rights-of-way, easements and any other amounts necessary or appropriate to the maintenance or operation of any Partnership property;
(12) make and to enter into such agreements and contracts with such Persons and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate;
(13) procure and maintain in force such insurance as the General Partner shall not cause deem prudent to serve as protection against liability for loss and damage which may be occasioned by the activities to be engaged in by the Partnership to incur any indebtedness that would aggregate in excess of 15% of or the Fair Market Value General Partner on behalf of the Partnership's Securities ;
(calculated at the time the 14) quitclaim, surrender, release or abandon any Partnership incurs such indebtednessproperty, with or without consideration therefor;
(15) unless the General Partner shall have received the prior consent enter into commodity hedging transactions of a Super Majority Interest of the Limited Partners; any type whatsoever;
(v16) the exercise of all rights, powers, privileges and other incidents of ownership or possession with respect to Securities held or assets owned by the Partnership;
(17) acquire, exercise or fail to exercise any contractual options or other rights to acquire any asset on behalf of the Partnership;
(18) prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the Partnership property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership property;
(19) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, 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 Partnership cash or Securities (consistent with Section 4.2 or Article VIIIlawyers, as applicable); (ix) the selection and dismissal of employees and outside attorneysfinancial advisors, accountantsunderwriters, consultants and contractors and accountants;
(20) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the determination of their compensation and other terms of employment or hiring; (x) the appointing of attorneys-in-fact and officers who will act on behalf purposes of the Partnership;
(21) institute, prosecute, defend, mediate, arbitrate and settle lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; and
(xi22) take such other acts as may be incidental to the admission of substituted or additional Limited Partners upon such terms acts and subject to such conditions as the General Partner shall determine in its sole discretion; (xii) the provision of continuing analysis and consulting assistance to MESA during such time as the Minimum Ownership Condition is satisfied; and (xiii) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of any litigation and the incurring of legal expenses and the settlement of claims and litigationthings expressly authorized by this Agreement.
(b) Each Limited Partner hereby consents and agrees that the General Partner is authorized to execute, deliver and perform the agreements, acts, transactions and matters described in this Agreement on behalf of the Partnership without any further act, approval or vote of the Partners or the Partnership (unless any other provision of this Agreement provides otherwise), including without limitation, the execution of the Stock Purchase Agreement, the closing of the transactions contemplated by the Stock Purchase Agreement, the acquisition of Securities, the conversion of any such Securities, the sale or other disposition of Partnership property and despite the fact that the specific terms and conditions of any such conversion, sale or disposition are not presently known by such Partner. The participation by the General Partner in any agreement or action authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners under this Agreement or under applicable law.
(c) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the General Partner may, in its sole discretionsubject to Section 5.5, retain or use any affiliate's Affiliates’ personnel, properties and equipment or the General Partner may hire or rent those of third parties Persons and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the General Partner deems advisable. No person, firm or corporation Person dealing with the Partnership shall be required to inquire into the authority of the General Partner to take any action or make any decision.
Appears in 1 contract
Power and Authority of General Partner. (a) The General Partner shall conduct, direct and exercise full control over all activities Subject to the provisions 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 to a general partner of a limited partnership under the Act applicable law or which are granted to the General Partner under any other provision provisions of this Agreement, the General Partner shall have full power and exclusive authority to do all things deemed necessary or desirable by it to in the conduct of the business of the Partnership in the name of the Partnership, including, without limitation, and whether similar or dissimilar:
(i1) entering into the Stock Purchase Agreement and/or any amendments thereof with MESA; determination of which Partnership properties will be acquired, held, transferred, sold or otherwise disposed of by the Partnership;
(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; (iii2) the making of any expenditures and the incurring of any obligations it deems (including for borrowed money) deemed necessary or advisable for the conduct of the business activities of the Partnership; ;
(iv3) the disposition, mortgage, pledge, encumbranceacquisition, hypothecation, exchange or exchange disposition of any or all of the Securities assets of the Partnership;
(4) the use of the revenues of the Partnership for any purpose and on any terms it sees fit, including, without limitation, the financing of the conduct of the activities of the Partnership, providedthe repayment of borrowings, however, that and the General Partner shall not cause the Partnership to incur any indebtedness that would aggregate in excess conduct 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 additional operations by the Partnership, including but not limited to the exercise of all voting rights with respect to such Securities; ;
(vi5) the conversion encumbering of the Preferred Stock or creation of security interests in Partnership assets and revenues (including the decision whether to convert and the timing of any such conversion) into Common Stock; for borrowed money);
(vii6) the negotiation and execution on any terms and conditions deemed desirable to the Partnership in its sole discretion and the performance of any contracts contracts, conveyances or other instruments that it considers instruments, whether similar or dissimilar, considered by the General Partner to be useful or necessary to the conduct of Partnership business activities operations or the implementation of its the powers granted to the General Partner under this Agreement; ;
(viii) the distribution of Partnership cash or Securities (consistent with Section 4.2 or Article VIII, as applicable); (ix7) the selection and dismissal of employees and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; ;
(x) 8) the appointing formation of attorneys-in-fact and officers who will act on behalf of the Partnership; any further limited or general partnerships, joint ventures, or other relationships which it deems desirable;
(xi) the admission of substituted or additional Limited Partners upon such terms and subject to such conditions as the General Partner shall determine in its sole discretion; (xii) the provision of continuing analysis and consulting assistance to MESA during such time as the Minimum Ownership Condition is satisfied; and (xiii9) the control of any matters affecting the rights and obligations of the Partnership, including the employment of attorneys, accountants, engineers and consultants to advise and otherwise represent the Partnership, the conduct of any litigation and the incurring of other recurring legal expenses expense, and the settlement of claims and litigation.; and
(b10) Each Limited Partner hereby consents entering into hedging contracts and agrees that the General Partner is authorized to execute, deliver and perform the agreements, acts, derivative transactions and matters described in this Agreement on behalf of the Partnership without any further act, approval or vote of the Partners or the Partnership (unless any other provision of this Agreement provides otherwise), including without limitation, the execution of the Stock Purchase Agreement, the closing of the transactions contemplated by the Stock Purchase Agreement, the acquisition of Securities, the conversion of any such Securities, the sale or other disposition of Partnership property and despite the fact that the specific terms and conditions of any such conversion, sale or disposition are not presently known by such Partner. The participation by the General Partner in any agreement or action authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners under this Agreement or under applicable lawall types.
(c) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the General Partner may, in its sole discretion, retain or use any affiliate's personnel, properties and equipment or the General Partner may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the General Partner deems advisable. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take any action or make any decision.
Appears in 1 contract
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 Section 5.2 and elsewhere 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 limitationlimitation (except as aforesaid), the right and power to:
(i1) entering into acquire leases, mineral interests, royalty or overriding royalty interests, fee rights, licenses, concessions or other rights covering oil, gas and related hydrocarbons (or contractual rights to acquire any such interest) or an undivided interest therein or portion thereof, together with all appurtenances, easements, permits, licenses, servitudes and rights-of-way situated upon or used or held for future use in connection with any such interest or the Stock Purchase Agreement and/or any amendments thereof with MESA; (ii) entering into any agreement exploration, development or operation thereof, and otherwise act for, in the name of and on behalf of the Partnership pursuant with respect to which such properties, all in accordance with the Partnership will terms of this Agreement;
(2) purchase or otherwise acquire the Preferred Stock and/or other Securities real or personal property of MESA; (iii) the making of any expenditures and the incurring of any obligations it deems every nature considered necessary or advisable for the appropriate to carry on and conduct of the business activities of the Partnership;
(3) borrow monies for the purchase, development, exploration and maintenance of Partnership assets and other aspects of the Partnership's business and from time to time to draw, make, execute and issue promissory notes and other negotiable or non-negotiable instruments and evidences of indebtedness; (iv) to secure the disposition, payment of the sums so borrowed and to mortgage, pledge, encumbrance, hypothecation, pledge or exchange of assign in trust all or any or all part of the Securities property of the Partnership, providedand to assign any monies owing or to be owing to the Partnership;
(4) enter into any agreements of joint venture or partnership or for sharing of risks, howeverexpenses or profits, that the General Partner shall not cause with any person, firm, corporation, government or agency thereof engaged in any business or transaction in which 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 Partnership cash or Securities (consistent with Section 4.2 or Article VIII, as applicable); (ix) the selection and dismissal of employees and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (x) the appointing of attorneys-in-fact and officers who will act on behalf of the Partnership; (xi) the admission of substituted or additional Limited Partners upon such terms and subject to such conditions as the General Partner shall determine in its sole discretion; (xii) the provision of continuing analysis and consulting assistance to MESA during such time as the Minimum Ownership Condition is satisfied; and (xiii) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of any litigation and the incurring of legal expenses and the settlement of claims and litigation.
(b) Each Limited Partner hereby consents and agrees that the General Partner is authorized to execute, deliver and perform the agreements, acts, transactions and matters described in this Agreement on behalf of the Partnership without any further act, approval or vote of the Partners or the Partnership (unless any other provision of this Agreement provides otherwise), including without limitation, the execution of the Stock Purchase Agreement, the closing of the transactions contemplated by the Stock Purchase Agreement, the acquisition of Securities, the conversion of any such Securities, the sale or other disposition of Partnership property and despite the fact that the specific terms and conditions of any such conversion, sale or disposition are not presently known by such Partner. The participation by the General Partner in any agreement or action authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners under this Agreement or under applicable law.
(c) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the General Partner may, in its sole discretion, retain or use any affiliate's personnel, properties and equipment or the General Partner may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the General Partner deems advisable. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take any action or make any decision.engage;
Appears in 1 contract
Sources: Limited Partnership Agreement (Titan Exploration Inc)
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 Section 5.2 and elsewhere in this AgreementAgreement or in the General Partner Regulations, 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 determination of the Partnership pursuant to business activities in which the Partnership will acquire the Preferred Stock and/or other Securities of MESAparticipate; (iiiii) the making of any expenditures expenditures, the borrowing of money, subject to the General Partner Regulations the guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, and the incurring of any obligations it deems necessary or advisable for the conduct of the business activities of the Partnership; (iviii) subject to the General Partner Regulations, the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation, or exchange of any or all of the Securities real estate or other assets 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; (viv) 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) entering 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 agreements customarily employed in the industry and any and all other instruments that it considers useful or documents considered by the General Partner to be necessary or appropriate to carry on and conduct the conduct business of the Partnership, for such consideration and on such terms as the General Partner may determine to be in the best interests of the Partnership business activities or the implementation of its powers under this Agreement; (viii) the distribution of Partnership cash or Securities (consistent with Section 4.2 or Article VIII, as applicable); (ixv) the selection and dismissal of employees and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (xvi) the maintenance of such insurance for the benefit of the Partnership as it deems necessary; (vii) the formation of any limited or general partnerships, joint ventures, corporations, limited liability companies or other relationships that it deems desirable, and the contribution to such partnerships, ventures, corporations, limited liability companies or other relationships of assets and properties of the Partnership; (viii) the representation of the Partnership before any governmental authority or regulatory agency and the making of all necessary or appropriate filings before such authority or agency; (ix) the appointing of attorneys-in-fact and officers who will act on behalf of the Partnership; (xix) the admission of substituted or additional Limited Partners limited partners upon such terms and subject to upon such conditions as the General Partner shall determine in its sole discretion; (xii) the provision of continuing analysis and consulting assistance to MESA during such time as the Minimum Ownership Condition is satisfied; and (xiiixi) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of any litigation and the incurring of legal expenses and the settlement of claims and litigation.
(b) Each To the extent required under any applicable law, each Limited Partner hereby consents and agrees that the General Partner is authorized to execute, deliver and perform the agreements, acts, transactions and matters described in this the Agreement on behalf of the Partnership without any further act, approval or vote of the Partners or the Partnership (unless Partnership, notwithstanding any other provision of this Agreement provides otherwise)Agreement, the Act or any applicable law, rule or regulation, including without limitation, the execution of the Stock Purchase Agreement, the closing of the transactions contemplated by the Stock Purchase Agreement, the acquisition of Securities, the conversion of any such Securities, limitation the sale or other disposition of Partnership property and despite the fact that the specific terms and conditions of any such conversion, sale or disposition are not presently known by such Partner. The participation by the General Partner in any agreement or action authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners under this Agreement or under applicable law.
(c) In accomplishing all of the foregoing and in fulfilling its obligations obligation pursuant to this Agreement, the General Partner may, in its sole discretion, retain or use any affiliate's the personnel, properties and equipment of any of its Affiliates or the General Partner may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the General Partner deems advisable. Without limiting the generality of the foregoing, the Partners specifically acknowledge that all or substantially all of the employees working at the Partnership’s radio stations will be employees of Emmis or an Affiliate of Emmis rather than employees of the Partnership or the General Partner. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take any action or make any decision.
(d) In fulfilling its obligations pursuant to this Agreement, the General Partner may, in its sole discretion, cause the Partnership to enter into a management agreement (a “Management Agreement”) with Emmis or any Affiliate of Emmis pursuant to which Emmis or such Affiliate would undertake to perform all or any portion of the management responsibilities of the General Partner under this Agreement. The amount payable to Emmis or such Affiliate under any such Management Agreement shall not exceed the sum of (i) any distributions to which Emmis would otherwise be entitled under Section 4.2 (the “Management Fee”) and (ii) any reimbursements of expenses to which the General Partner would be entitled under this Agreement.
Appears in 1 contract