Rights and Powers of Partners Clause Samples

The "Rights and Powers of Partners" clause defines the authority and entitlements each partner holds within a partnership. Typically, this clause outlines the ability of partners to participate in management decisions, access partnership records, and bind the partnership in business dealings. It may also specify any limitations on individual partners' powers or require certain decisions to be made collectively. The core function of this clause is to establish clear boundaries and expectations regarding partner involvement and decision-making, thereby reducing the risk of disputes and ensuring smooth operation of the partnership.
Rights and Powers of Partners. 16.1 Except as otherwise provided herein, the Partners shall be responsible for the management and control of the Partnership’s business and affairs with all rights and powers generally conferred by law and necessary or advisable in connection therewith. 16.2 Subject in all respects to the provisions of Section 18.4 hereof, and except as otherwise provided herein, the Partners shall have, on behalf of the Partnership and at the Partnership’s sole expense, the following specific rights and powers relative to their management of the Partnership business: (a) To authorize and approve all actions with respect to the management, operation, maintenance and running of the Project, including the execution of all necessary or desirable instruments and documents in connection therewith; (b) To employ such persons, firms, corporations or other legal entitles for the conduct of the business of the Partnership, including, without limitation, chief executive officer(s), planners, engineers, independent brokers, accountants and attorneys, on such reasonable terms and for such reasonable compensation as is in the best interest of the Partnership subject to the prior written approval of fifty-one percent (51%) of the Partnership. (c) To execute on behalf of the Partnership any loan agreement and take all action on behalf of the Partnership necessary or desirable to effect the consummation of loan transactions contemplated thereby, including, without limitation, the execution and delivery of (i) promissory notes evidencing an indebtedness of the Partnership created by reason of any such loan transaction, (ii) deeds to secure debt and other security instruments securing any such Indebtedness and creating a mortgage or security lien on any Partnership property, and (iii) guaranty agreements providing for the guarantee by the Partnership of the payment of an indebtedness created by reason of any such loan transaction; (d) To authorize and approve all actions with respect to distributions made by the Partnership and take all actions on behalf of the Partnership in connection therewith; (e) To authorize and approve the Partnership’s incurring of indebtedness in connection with the Project, or any part thereof, and the execution and delivery of any and all instruments or documents in connection with the incurring of any such indebtedness, including, without limitation, promissory notes of the Partnership evidencing any such indebtedness and security instruments creating a lien on...
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Related to Rights and Powers of Partners

  • Rights and Powers Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

  • Purpose and Powers of the Company The Company is organized for the purpose of carrying on any lawful activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company contemplated by this Agreement.

  • Purposes and Powers of the Trust The purpose of the trust, as created hereunder, is to engage in the following activities: (a) to sell the Certificates to the Company in exchange for the Mortgage Loans; (b) to enter into and perform its obligations under this Agreement; (c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (d) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with conservation of the Trust Fund and the making of distributions to the Certificateholders. The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of Section 11.01, the trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding, and this Section 2.08 may not be amended, without the consent of the Certificateholders evidencing a majority of the aggregate Voting Rights of the Certificates.

  • Organization and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.