Common use of Restrictions on Authority of the General Partner Clause in Contracts

Restrictions on Authority of the General Partner. Without the vote of a Majority in Interest, the General Partner shall not have the authority to, and covenants and agrees that it shall not: (a) knowingly do any act in contravention of this Agreement; (b) knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (c) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; (d) merge or consolidate the Partnership with, or sell, assign, lease or otherwise dispose of (whether in a transaction or in a series of transactions) all or substantially all of the Partnership property (whether now owned or hereafter acquired) to any Person; (e) convert the Partnership into any other form of entity allowed by Section 265 of the Delaware General Corporate Law or any other Applicable Law; or (f) cause or permit the U.S. federal income tax classification of the Partnership to change from that of an association taxable as a corporation.