Powers of Liquidator Sample Clauses

Powers of Liquidator. Except as otherwise provided in this Article, the Liquidator shall have the authority to exercise all of the Powers of Management to the extent necessary to wind up the Partnership's affairs and liquidate the Partnership, subject to the same duties which are imposed on the Partnership Management by this Agreement, and subject to the same limitations on those duties and indemnification rights which are granted to the Partnership Management by this Agreement.
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Powers of Liquidator. In winding up the affairs of the Partnership, the Liquidator shall have full right and unlimited discretion, for and on behalf of the Partnership: (i) to prosecute and defend civil, criminal or administrative suits; (ii) to collect Partnership assets, including obligations owed to the Partnership; (iii) to settle and close the Partnership’s business; (iv) to dispose of and convey all Partnership Property for cash, and in connection therewith to determine the time, manner and terms of any sale or sales of Partnership Property, having due regard for the activity and condition of the relevant market and general financial and economic conditions; III to I Maritime Partners Cayman I, L.P. Second Amended and Restated (v) to pay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Partnership Property; (vi) to discharge the Partnership’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership; (vii) to distribute any remaining proceeds from the sale of Partnership Property to the Partners; (viii) to prepare, execute, acknowledge and file any certificates, tax returns or instruments necessary or advisable under any applicable law to effect the winding up and termination of the Partnership; and (ix) to exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the General Partner under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator (if not the General Partner) shall not be liable as a partner to the Partners and shall, while acting in such capacity on behalf of the Partnership, be entitled to the indemnification rights set forth in the Applicable Law and in Article XIV hereof.
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Related to Powers of Liquidator

  • Powers of Receiver A Receiver so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts and defaults and remuneration. Such Receiver shall have all the powers conferred from time to time on receivers by statute and without the restrictions contained in section 25 of the CLPA and in particular (but without limitation) any such Receiver shall have power:- To enter into and take possession or control of any land or premises of the Borrower or any part thereof or collect and get in any property assets and rights hereby charged and for the purpose to take any proceedings in the name of the Borrower or otherwise as the Receiver may deem expedient. To carry on manage develop re-construct amalgamate or diversify the business of the Borrower or any part thereof or to enter into arrangement with respect to the business of the Borrower or any part thereof with any person or to concur in so doing in such manner as the Receiver may deem fit. Where any capital in respect of any shares of the Borrower is outstanding and uncalled, to call or to require the Borrower forthwith to call up all or so much of such uncalled capital of the Borrower as may be sufficient to pay to the Bank all moneys then due and owing hereunder. Forthwith and without restriction to sell, agree in selling or dispose (obtaining only when and where necessary the leave of the Court) any of the Borrower’s property and assets hereby charged or any part thereof by public or private auction or by private contract on such terms and conditions as he may deem fit, with power to vary any contract for sale or disposal and resell or otherwise dispose without being answerable for any loss occasioned thereby. Any such sale or disposal may be for cash shares stocks debentures debenture stock or other obligations or valuable consideration to be paid or satisfied at such time or times as the Receiver shall think fit. Plant machinery and other fixtures may be severed and/or detached and sold or disposed separately from the premises containing them without the prior consent of the Borrower. To lease let hire and license or agree in leasing letting hiring and licensing or accept surrenders of leases tenancies or licences of all or any part of the Borrower’s property and assets on such terms and for such consideration as the Receiver may deem fit. To make any arrangements or enter into any compromise which he shall think expedient in respect of all or any part of the property and assets hereby charged. To repair and keep in repair and make or effect improvements of the Borrower’s property and assets and for this purpose to apply in the name of the Borrower for such licences permissions consents or approvals as may be required under any law or regulation and to take out maintain and renew all insurances in respect of the Borrower’s property and assets against loss or damage by fire or any other risks and for such sums as he shall think fit. To bring or defend any actions or other legal proceedings in the name and on behalf of the Borrower and to refer to arbitration any question affecting the Borrower. To draw accept make and endorse any bill of exchange or promissory note in the name and on behalf of the Borrower. To make any payment which is necessary or incidental to the performance of the Receiver’s functions. To establish subsidiaries of the Borrower and to transfer to subsidiaries of the Borrower the whole or any part of the business undertaking property assets and rights of Borrower. To rank and claim in the bankruptcy insolvency sequestration or liquidation of any person indebted to the Borrower and to receive dividends, and to accede to trust deeds for the creditors of any such person. For all or any of the purposes aforesaid to raise or borrow any money that may be required upon the security of the whole or any part of the property assets and rights hereby charged. To employ and terminate the services of such person or persons professional or otherwise on such terms as to remuneration or otherwise as he shall think proper. To execute and do all such acts deeds and things as to him or the Bank may appear necessary or proper for or in relation to any of the purposes aforesaid and which he lawfully may or can do as agent for the Borrower. To execute in the name of and on behalf of the Borrower any deed, receipt or other document including the use of the Borrower’s company seal. To appoint and remove at pleasure any substitute for or agent under him in respect of all or any of the matters aforesaid upon such terms as he thinks fit. Generally to do or cause to be done such acts or things which the Borrower may have done in the ordinary conduct of its business as well for the protection as for the improvement of the property and assets comprised in this security.

  • Powers of Members Pursuant to Section ▇▇-▇▇-▇▇▇ of the Act, the Members are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • POWERS OF MANAGERS Pursuant to Section ▇▇-▇▇-▇▇▇ of the Act, the Managers are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Powers of General Partner Notwithstanding any provision of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's qualification as a REIT; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership; (c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement); (e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any other aspect of the Partnership business; (h) to make or revoke any election permitted or required of the Partnership by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types as the General Partner shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem proper; (l) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner, including, without limitation, management agreements, development agreements and agreements with public and private colleges and universities; (m) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (n) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (p) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Partnership with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership" for purposes of Section 7704 of the Code; (t) to issue additional Partnership Interests pursuant to Section 4.3 hereof; (u) to pay cash to redeem Partnership Units held by a Limited Partner in connection with a Limited Partner's exercise of its Redemption Right under Section 7.4 hereof; (v) to amend and restate Exhibit A hereto to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substitute Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A hereto otherwise is authorized by this Agreement; (w) to take whatever action the General Partner deems appropriate to maintain the economic equivalency of Common Partnership Units and REIT Common Shares and Preferred Partnership Units and REIT Preferred Shares, respectively; and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with qualification of the Company as a REIT) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. Each of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement (except as provided in this Section 6.1(r), Section 9.1 or Article XI), the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement 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 or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.