Powers Duties Liabilities and Compensation of Partners Clause Samples

Powers Duties Liabilities and Compensation of Partners a. Subject to any additional limitations imposed by law or this Agreement, the General Partner shall manage and control and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing, however, the General Partner shall have the power to: (i) authorize, approve and take all action with respect to: distributions from the Partnership; acquisitions or dispositions of, or the granting of mortgages on, property (real or personal); leases of property (real or personal); borrowings of funds; execution of contracts, bonds, guarantees, notes and mortgages; and all other instruments and transactions deemed appropriate by the General Partner in connection with the operations of the Partnership's business or to effect the purposes of this Agreement; (ii) admit a limited partner in substitution of the Limited Partner disposing of its interests in the Partnership; and (iii) employ such persons (including any Partner), firms or corporations for the conduct of the business of the Partnership on such terms and for such compensation as the General Partner shall determine, notwithstanding the fact that any Partner may have an interest in such firms or corporations. b. The General Partner shall manage or cause to be managed the affairs of the Partnership over which it has control in a prudent and business-like manner and shall devote such part of its time and effort to the Partnership affairs as is necessary. c. In carrying out its obligations hereunder, the General Partner shall: (i) furnish financial statements to the Partners on an annual basis; (ii) obtain and maintain such public liability and other insurance as it shall deem necessary or appropriate to protect the Partnership and its assets or comply with any obligation of the Partnership; (iii) deposit all funds of the Partnership in one or more separate bank accounts with such banks or trust companies as it may select (withdrawals from such bank accounts to be made upon such signature or signatures as it may designate); (iv) maintain complete and accurate records of all properties of the Partnership and complete and accurate books of account (containing such information as shall be necessary to record allocations and distributions), and make such records and books of account available for inspection and audit by any Partner or its duly authorized representative (at the expense of such Partner) during regular business hours and at the principal office of the...
View Source
Powers Duties Liabilities and Compensation of Partners 
View SourceView Similar (2)

Related to Powers Duties Liabilities and Compensation of Partners

  • DUTIES AND RESPONSIBILITIES OF THE COMPANY A. The Company agrees to perform the Project as described in Paragraph 3 and shall maintain operations at the Project Location for at least the Term of the Agreement. The Company made certain representations to the IEDC regarding the Project in the Company’s application and the Agreement. The Company represents and warrants that all representations, statements, and all other matters contained in the application submitted by the Company to the IEDC and the Agreement are true and complete in all materials respects. B. The Company will submit an annual report not later than the 45th day following the close of each reporting year, in the form and medium provided by the IEDC, for the period beginning with the First Eligible Taxable Year and for each Taxable Year through the end of the Reporting Period. The annual report, which shall be certified as true and correct by an authorized Company representative, shall contain the information listed in the annual report form provided by the IEDC, including but not limited to: (1.) The number of Full-Time Employees at the Project Location employed as of the end of the reporting year; (2.) The average wage of the Full-Time Employees at the Project Location employed at any point during the reporting year, reported on an hourly basis (whether paid hourly or not, e.g. a salaried employee); (3.) The aggregate actual W-2 payroll (box 1) of the Full-Time Employees at the Project Location employed at any point during the reporting year; (4.) The aggregate actual W-2 State withholdings (box 17) of the Full-Time Employees at the Project Location employed at any point during the reporting year; (5.) The amount of Capital Investment made at the Project Location during the reporting year; (6.) To substantiate the foregoing, a project employment sheet with the Full-Time Employees at the Project Location listed by employee name, including: last four

  • Certain Duties and Responsibilities The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

  • Duties and Responsibilities of Executive (a) During the Employment Period, Executive shall devote Executive’s full business time and attention to the business of the Company and its Affiliates, as applicable, and will not hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions identified in Section 1, as well as such additional duties as may be assigned to Executive by the Holdings Board from time to time. (b) Executive represents and covenants that Executive is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company and its Affiliates under common law. The Parties acknowledge and agree that Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Company and, in providing such services, Executive will not be violating Executive’s obligations hereunder so long as Executive abides by the terms of Sections 7, 8, and 9 below in the course of performing such services.

  • General Duties and Responsibilities 1. Responsibilities under the General Conditions of the Contract for Construction: In addition to the responsibilities herein set forth, Consulting Engineer/Architect agrees to be responsible for those matters identified in the General Conditions as being responsibilities of the Consulting Engineer/Architect. Consulting Engineer/Architect specifically acknowledges receipt of a copy of the General Conditions and acceptance of the responsibilities as set forth therein.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.