Powers and Duties of General Partner. Except as otherwise specifically provided herein, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (a) to acquire, hold, sell, transfer, exchange, pledge, dispose of and otherwise deal with all or any part of the Partnership assets and, incident thereto, to liquidate Partnership assets at any time during the term of the Partnership and to reinvest the portion of the proceeds thereof that represents a return of capital (i.e., not profits) prior to the end of the Investment Period (or, following the end of the Investment Period, solely for Follow-On Investments); (b) to enter into the Management Agreement and retain the Management Company to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate the Management Company for its services as set forth in Section 8.12; (c) to enter into, amend, renew, extend or otherwise modify any financing or refinancing arrangements relating to the business of the Partnership or to bridge closings of Investments or pending drawdown of Capital Commitments and, incident thereto, to pledge, assign or otherwise encumber all or any part of the Available Capital Commitments or the Partnership assets as margin or other collateral for such financing and refinancing arrangements; (d) to do such other acts as the General Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership, including, without limitation, subject to compliance with Section 8.4 and other provisions of this Agreement, to enter into, make and perform agreements, undertakings and transactions with the General Partner, any other Partner or any shareholder, direct or indirect partner, Affiliate or employee of any of them, or with any other Person having any business, financial or other relationship with the General Partner, any other Partner or any direct or indirect partner, Affiliate or employee of any of them, including, without limitation, agreements regarding the provision of management services; (e) to consult with legal counsel, independent public accountants and other experts selected by the General Partner on behalf of the Partnership; (f) to establish such reserves from Partnership funds as the General Partner, in its sole discretion, may deem necessary or advisable for Partnership operations and for the payment of Partnership obligations; (g) to determine the Value of any or all of the Partnership assets when such determination is required under this Agreement, in accordance with the definition of “Value” herein, all of which valuations and determinations shall be final and binding on the Partnership and Partners; (h) to resolve, in its sole discretion, any ambiguity regarding the application of any provision of this Agreement in the manner it deems equitable, practicable and consistent with this Agreement and applicable law; (i) to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to any Partnership assets, including, without limitation, the voting of Securities, the approval of a restructuring of an investment in any Securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters; (j) to open, maintain and close bank accounts and draw checks or other orders for the payment of money and to open, maintain and close brokerage, commodities, mutual funds and similar accounts, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of the Partnership and who supply or pay for (or rebate a portion of the Partnership’s brokerage commissions to the Partnership for payment of) the cost of property or services (such as research services and publications) utilized by the Partnership, it being recognized that such arrangements are within the parameters of Section 28(e) of the Securities Exchange Act of 1934, as amended, which permits the use of “soft dollars” in certain circumstances; (k) to employ and dismiss accountants, consultants, attorneys, and such other agents and employees for the Partnership as it may deem necessary or advisable, and authorize any such agent or employee to act for and on behalf of the Partnership; (l) to make such elections under the Code and other relevant tax laws as to the treatment of items of Partnership income, gain, loss and deduction, and as to all other relevant matters, as the General Partner deems necessary or appropriate, including elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, and selection of the method of accounting and bookkeeping procedures to be used by the Partnership; (m) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (n) to deposit, withdraw, invest, pay, retain and distribute the Partnership’s funds in a manner consistent with the provisions of this Agreement; (o) to take all action which may be necessary or appropriate for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged; (p) to accept Subscription Agreements and cause the Partnership to perform its obligations thereunder and admit Persons as Limited Partners on behalf of the Partnership; (q) to execute and deliver any and all agreements, instruments or other documents as are necessary or desirable to carry out the intentions and purposes of the above duties and powers; and (r) to do such other acts as the General Partner may deem necessary or advisable, or as may be incidental or necessary for the conduct of the business of the Partnership. Unless otherwise specifically required by this Agreement, any decision or determination to be made, consent to be given or withheld or action to be taken, in each case by the General Partner under this Agreement shall be made, given, withheld or taken by the General Partner in its sole discretion. In exercising such discretion, the General Partner shall be entitled to consider such interests and factors as it desires and may consider its own interests and the interests of its Affiliates; provided, that (i) any decision, determination, consent or action that constitutes a conflict of interest shall be reviewed and approved by the Advisory Committee pursuant to Section 8.6 and (ii) the foregoing shall not limit the General Partner’s fiduciary duties to the Limited Partners.
Appears in 1 contract
Sources: Limited Partnership Agreement
Powers and Duties of General Partner. Except as otherwise specifically provided herein, the The General Partner shall have all rights rights, powers and powers liabilities of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, each of the following:
(a) subject to Section 3.8, to acquire, hold, sell, transfer, exchange, pledge, mortgage, charge, dispose of and otherwise deal with all or any part of the Partnership assets and, incident thereto, to liquidate Partnership assets at any time during the term of the Partnership and, to the extent permitted by this Agreement, to reinvest any proceeds from Investments received by the Partnership from the Intermediate Fund and to reinvest the portion of the invest proceeds thereof that represents a return of capital (i.e.in temporary investments, not profits) prior to the end of the Investment Period (orincluding without limitation cash or cash equivalents, following the end of the Investment Period, solely for Follow-On Investments)pending investment or distribution;
(b) to invest all of the Partnership’s assets into the Intermediate Fund;
(c) to enter into the Management Agreement and retain the Management Company Investment Manager to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate the Management Company for its services as set forth in Section 8.128.16;
(cd) subject to Section 3.8, to enter into, amend, renew, extend or otherwise modify any financing or refinancing arrangements relating to the business of the Partnership Fund or to bridge closings of Investments or pending drawdown of Capital Commitments and, incident thereto, to pledge, assign assign, mortgage, charge or otherwise encumber all or any part of the Available Capital Commitments or the Partnership assets as margin or other collateral for such financing and refinancing arrangements;
(de) to do such other acts as the General Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership, including, without limitation, subject to compliance with Section 8.4 and other provisions of this Agreement, to enter into, make and perform agreements, undertakings and transactions with the General Partner, any other Partner or any shareholder, direct or indirect partner, Affiliate or employee of any of them, or with any other Person having any business, financial or other relationship with the General Partner, any other Partner or any direct or indirect partner, Affiliate or employee of any of them, including, without limitation, agreements regarding the provision of management services;
(ef) to consult with legal counsel, independent public accountants and other experts selected by the General Partner on behalf of the Partnership;
(fg) to establish such reserves from Partnership funds as the General PartnerPartner or the Investment Manager, in its sole discretion, may deem necessary or advisable for Partnership operations and for the payment of Partnership obligations;
(gh) to determine the Value of any or all of the Partnership assets when such determination is required under this Agreement, in accordance with the definition of “Value” herein, all of which valuations and determinations shall be final and binding on the Partnership and the Partners, and in its (or the Investment Manager’s) discretion, to engage the services of one or more independent valuation agents to provide advisory opinions and analysis with respect to the Value of the Partnership’s Investments;
(hi) to resolve, in its sole discretion, any ambiguity regarding the application of any provision of this Agreement in the manner it deems equitable, practicable and consistent with this Agreement and applicable law;
(ij) to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to any Partnership assets, including, without limitation, the voting of Securitiesshares of the Intermediate Fund, the approval of a restructuring of an investment in any SecuritiesInstruments, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(jk) to open, maintain and close bank accounts and draw checks or other orders for the payment of money and to open, maintain and close brokerage, commodities, mutual funds and similar accounts, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of the Partnership and who supply or pay for (or rebate a portion of the Partnership’s brokerage commissions to the Partnership for payment of) the cost of property or services (such as research services and publications) utilized by the Partnership, it being recognized that such arrangements are within the parameters of Section 28(e) of the Securities Exchange Act of 1934, as amended, which permits the use of “soft dollars” in certain circumstancesmoney;
(kl) to employ and dismiss auditors, accountants, consultants, attorneys, and such other agents and employees for the Partnership as it may deem necessary or advisable, and to authorize any such agent or employee to act for and on behalf of the Partnership;
(lm) to make such elections under the Code and other relevant tax laws as to the treatment of items of Partnership income, gain, loss and deduction, and as to all other relevant matters, as the General Partner deems necessary or appropriate, including elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, expenses and selection of the method of accounting and bookkeeping procedures to be used by the Partnership;
(mn) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership;
(no) to deposit, withdraw, invest, pay, retain and distribute the Partnership’s funds in a manner consistent with the provisions of this Agreement;
(op) to take all action which may be necessary or appropriate for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged;
(pq) to accept Subscription Agreements and cause the Partnership to perform its obligations thereunder and to admit Persons as Limited Partners on behalf of the Partnership;
(qr) to execute and deliver any and all agreements, instruments or other documents as are necessary or desirable to carry out the intentions and purposes of the above duties and powers;
(s) to take any action the General Partner determines is necessary or desirable to ensure that the assets of the Partnership, the Intermediate Fund and/or the Master Fund are not deemed to be Plan Assets;
(t) to enter into one or more Credit Facilities, as to which the Investment Manager may act as attorney-in-fact to cause the Partnership to enter into such Credit Facilities, to draw down such Credit Facilities or to repay such Credit Facilities;
(u) to establish Alternative Investment Vehicles, subsidiaries or other special purpose entities or vehicles and to cause any actions permitted to be taken by the Partnership to be taken through such Alternative Investment Vehicles, subsidiaries or other special purpose entities or vehicles, whether or not on a joint basis with third-parties or Affiliates of the Partnership (and including on a joint basis with the Parallel Funds, if any); and
(rv) to do such other acts as the General Partner may deem necessary or advisable, or as may be incidental or necessary for the conduct of the business of the Partnership. Unless otherwise specifically required by this Agreement, any decision or determination to be made, consent to be given or withheld or action to be taken, in each case by the General Partner under this Agreement shall be made, given, withheld or taken by the General Partner in its sole discretion. In exercising such discretion, the General Partner shall be entitled to consider such interests and factors as it desires and may consider its own interests and the interests of its Affiliates; provided, that (i) any decisionin exercising such discretion, determination, consent or action that constitutes a conflict of interest shall be reviewed and approved by the Advisory Committee pursuant to Section 8.6 and (ii) the foregoing shall not limit the General Partner’s fiduciary duties to Partner will not place its own interests ahead of the Limited Partnersinterests of the Partnership or the Fund.
Appears in 1 contract
Sources: Limited Partnership Agreement
Powers and Duties of General Partner. Except as otherwise specifically provided herein, the The General Partner shall have all rights and powers of a general partner under the ActCompany Act and the RAIF Law, and shall have all authority, rights and powers in the management of the Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, each of the following:
(a) subject to Section 3.9, to acquire, hold, sell, transfer, exchange, pledge, mortgage, charge, dispose of and otherwise deal with all or any part of the Partnership assets and, incident thereto, to liquidate Partnership assets at any time during the term of the Partnership and, to the extent permitted by this Agreement, to reinvest any proceeds from Investments received by the Partnership and to reinvest the portion of the invest proceeds thereof that represents a return of capital (i.e.in temporary investments, not profits) prior to the end of the Investment Period (orincluding without limitation cash or cash equivalents, following the end of the Investment Period, solely for Follow-On Investments)pending investment or distribution;
(b) to cause the Partnership to make payments to Note Holders in accordance with the terms of the Notes and in accordance with Section 3.10 hereof and to make distributions to Limited Partners;
(c) to enter into the Management AIFM Agreement and retain the Management Company AIFM to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate the Management Company for its services as set forth in Section 8.128.15;
(cd) subject to Section 3.9 and subject to the supervision of the AIFM, to enter into, amend, renew, extend or otherwise modify any financing or refinancing arrangements relating to the business of the Partnership or to bridge closings of Investments or pending drawdown of Capital Investment Commitments and, incident thereto, to pledge, assign assign, mortgage, charge or otherwise encumber all or any part of the Available Capital Investment Commitments or the Partnership assets as margin or other collateral for such financing and refinancing arrangements;
(de) to do such other acts as the General Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership, including, without limitation, subject to compliance with Section 8.4 and other provisions of this Agreement, to enter into, make and perform agreements, undertakings and transactions with the General Partner, any other Partner or any shareholder, direct or indirect partner, Affiliate or employee of any of them, or with any other Person having any business, financial or other relationship with the General Partner, any other Partner or any direct or indirect partner, Affiliate or employee of any of them, including, without limitation, agreements regarding the provision of management services;
(ef) to consult with legal counsel, independent public accountants and other experts selected by the General Partner on behalf of the Partnership;
(fg) to establish such reserves from Partnership funds as the General PartnerPartner or the Investment Manager, in its sole discretion, may deem necessary or advisable for Partnership operations and for the payment of Partnership obligations;
(g) ; to determine determine, subject to the supervision of the AIFM, the Value of any or all of the Partnership assets when such determination is required under this Agreement, in accordance with the definition of “Value” herein, all of which valuations and determinations shall be final and binding on the Partnership and Partnersthe Investors, and in its (or the Investment Manager’s) discretion, to engage the services of one or more independent valuation agents to provide advisory opinions and analysis with respect to the Value of the Partnership’s Investments;
(h) to resolve, in its sole discretion, any ambiguity regarding the application of any provision of this Agreement in the manner it deems equitable, practicable and consistent with this Agreement and applicable law;
(i) to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to any Partnership assets, including, without limitation, the voting of SecuritiesInstruments, the approval of a restructuring of an investment in any SecuritiesInstruments, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(j) to open, maintain and close bank accounts and draw checks or other orders for the payment of money and to open, maintain and close brokerage, commodities, mutual funds and similar accounts, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities Instruments and/or money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of the Partnership and who supply or pay for (or rebate a portion of the Partnership’s brokerage commissions to the Partnership for payment of) the cost of property or services (such as research services and publications) utilized by the Partnership, it being recognized that such arrangements are within the parameters of Section 28(e) of the Securities Exchange Act of 1934, as amended, which permits the use of “soft dollars” in certain circumstancescommissions;
(k) to employ and dismiss auditors, accountants, consultants, attorneys, and such other agents and employees for the Partnership as it may deem necessary or advisable, and to authorize any such agent or employee to act for and on behalf of the Partnership;
(l) to make such elections under the Code and other relevant tax laws as to the treatment of items of Partnership income, gain, loss and deduction, and as to all other relevant matters, as the General Partner deems necessary or appropriate, including elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, and selection of the method of accounting and bookkeeping procedures to be used by the Partnership;
(m) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership;
(n) to deposit, withdraw, invest, pay, retain and distribute the Partnership’s funds in a manner consistent with the provisions of this Agreement;
(o) to take all action which may be necessary or appropriate for the continuation of the Partnership’s valid existence as a special limited partnership under the laws of the State Grand Duchy of Delaware Luxembourg and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged;
(p) to accept Subscription Agreements and cause the Partnership to perform its obligations thereunder and to admit Persons as Limited Partners on behalf of the Partnership;
(q) to execute and deliver any and all agreements, instruments or other documents as are necessary or desirable to carry out the intentions and purposes of the above duties and powers;
(r) to appoint the Depositary for the purposes of the AIFMD, the RAIF Law and the AIFM Act and exercise all rights on behalf of the Partnership in connection with such appointment and/or termination pursuant to the terms of the Depositary Agreement between the Depositary, the AIFM and the Partnership;
(s) to appoint the Administrator and exercise all rights on behalf of the Partnership in connection with such appointment and/or termination pursuant to the terms of the administration agreement between the Administrator and the AIFM on behalf of the Partnership;
(t) to take any action the General Partner determines is necessary or desirable to ensure that the assets of the Partnership are not deemed to be Plan Assets;
(u) to designate one or more categories of Sub-Capital Accounts;
(v) to enter into one or more Credit Facilities, as to which the Investment Manager may act as attorney-in-fact to cause the Partnership to enter into such Credit Facilities, to draw down such Credit Facilities or to repay such Credit Facilities;
(w) to establish Alternative Investment Vehicles, subsidiaries or other special purpose entities or vehicles and to cause any actions permitted to be taken by the Partnership to be taken through such Alternative Investment Vehicles, subsidiaries or other special purpose entities or vehicles, whether or not on a joint basis with third-parties or Affiliates of the Partnership (and including on a joint basis with the Parallel Funds, if any);
(x) to cause the Investment Manager or its Affiliates (other than Other Monroe Clients) to directly or indirectly acquire certain Investments, in anticipation of selling such investments to the Partnership (the “Warehoused Assets”) at an aggregate cost that is no more than the cost of such Warehoused Assets, plus accrued interest earned but not yet received by the Investment Manager (or its Affiliates) while such amounts were held by the Investment Manager (or its Affiliates); provided, however, if the Partnership will acquire Warehoused Assets reasonably determined by the General Partner to be pursuant to a “principal trade”, as defined in Section 206(3) of the Advisers Act, such acquisition shall require the consent of the Limited Partner Advisory Committee (or a Majority-in-Interest of Fund Investors); and, provided further that, for the avoidance of doubt, the Partnership’s acquisition of Investments from an Other Monroe Client (i.e., “cross trades”) are permitted at fair market value in accordance with Section 8.6(b) hereof and shall not be subject to this Section 8.2(x); and
(ry) to do such other acts as the General Partner may deem necessary or advisable, or as may be incidental or necessary for the conduct of the business of the Partnership. Unless otherwise specifically required by this Agreement, any decision or determination to be made, consent to be given or withheld or action to be taken, in each case by the General Partner under this Agreement shall be made, given, withheld or taken by the General Partner in its sole discretion. In To the fullest extent permitted under Luxembourg law, in exercising such discretion, the General Partner shall be entitled to consider such interests and factors as it desires and may consider its own interests and the interests of its Affiliates; provided, that (i) any decisionin exercising such discretion, determination, consent or action that constitutes a conflict of interest shall be reviewed and approved by the Advisory Committee pursuant to Section 8.6 and (ii) the foregoing shall not limit the General Partner’s fiduciary duties to Partner will not place its own interests ahead of the Limited Partnersinterests of the Partnership or the Fund.
Appears in 1 contract
Sources: Limited Partnership Agreement