Rights Powers and Duties of the General Partner Clause Samples
Rights Powers and Duties of the General Partner. Section 5.1 Management and Control of the Partnership; Tax Matters Partner
A. Subject to the Majority Vote of the Investors when required by this Agreement, the General Partner shall have the exclusive right to manage and control the business of the Partnership.
B. No Limited Partner or Investor (except one who may also be a General Partner, and then only in his capacity as General Partner) shall have the right to participate in the control of the business of the Partnership, or have any authority or right to act for or bind the Partnership.
C. The General Partner is hereby designated to serve as the Partnership's Tax Matters Partner and shall have all of the powers and responsibilities of such position as provided in Sections 6221 et seq. of the Code. All third party costs and expenses incurred by the General Partner in performing its duties as Tax Matters Partner shall be borne by the Partnership, as shall all expenses incurred by the Partnership and/or the Tax Matters Partner in connection with any tax audit or tax-related administrative or judicial proceeding. Each Partner and Investor shall be responsible for all costs incurred by such Partner or Investor with respect to any tax audit or tax related administrative or judicial proceeding in connection with such Partner's or Investor's tax returns and all costs incurred by any such Partner or Investor who participates in any tax audit or tax-related administrative or judicial proceeding of or against the Partnership or any Partner. Each Partner and Investor hereby (i) expressly authorizes the Tax Matters Partner to enter into any settlement with the Internal Revenue Service with respect to any tax matter, tax item, tax issue, tax audit, or judicial proceeding, which settlement shall be binding on all Partners and Investors; (ii) waives the right to participate in any administrative or judicial proceeding in which the tax treatment of any Partnership item is to be determined; and (iii) agrees to execute such consents, waivers or other documents as the Tax Matters Partner may determine are necessary to accomplish the provisions of this Section 5.1C. The Tax Matters Partner shall have no liability to any Partner or Investor or the Partnership, and shall be indemnified by the Partnership to the full extent provided by law, for any act or omission performed or omitted by it within the scope of the authority conferred on it by this Agreement, except for acts of negligence or for damages arising from any misre...
Rights Powers and Duties of the General Partner. Section 4.1 Management and Control of the Partnership The General Partner shall have all the rights, powers and obligations of a general partner of a limited partnership under the Act. Except as otherwise provided in Section 4.3, the General Partner shall have the right and obligation ----------- to manage and control the business and affairs of the Partnership and to make the following decisions on behalf of the Partnership:
(a) to sell, exchange, lease or otherwise transfer the assets of the Partnership, whether or not in the ordinary course of business;
(b) to borrow money on behalf of the Partnership and to renew, extend, modify, rearrange, increase or refinance Partnership borrowings from time to time;
(c) to mortgage, pledge, assign, encumber or grant security interests in Partnership assets, revenues and/or income;
(d) to institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership;
(e) to acquire, lease, develop, hold, sell or improve any real or personal property or any interest therein;
(f) to hire and terminate employees of the Partnership and engage the services of attorneys, consultants, accountants and other independent contractors;
(g) to appoint, elect, remove and supervise the activities of the Officers of the Partnership and to designate appropriate compensation to be paid to each such Officer during his or her term, of office;
(h) to collect all payments due and owing to the Partnership;
(i) to pay all expenses, debts and obligations of the Partnership, at such time or times and from any source of funds of the Partnership as the General Partner deems necessary or desirable;
(j) to execute and deliver such documents on behalf of the Partnership as the General Partner may deem necessary or desirable for the Partnership's purposes and business;
(k) to perform, or cause to be performed, all the Partnership's obligations under any agreement (including without limitation any loan documents) to which the Partnership or any nominee of the Partnership is a party, except to the extent such obligations may be inconsistent with other obligations of the General Partner under this Agreement;
(l) to obtain and maintain any and all types of insurance coverage on the assets and business of the Partnership and to protect the General Partner against liability from third parties in such amounts as the General Partner may deem necessary or desirable;
(m) to pay all taxes, asse...
Rights Powers and Duties of the General Partner. Authority of the General Partner to Manage the Partnership.
Rights Powers and Duties of the General Partner. OFFICERS; OUTSIDE ACTIVITIES OF PARTNERS
Rights Powers and Duties of the General Partner. 20 8.1 Management and Control of the Partnership 20 8.2 Authority to Act 21 8.3 Waiver of Self-Dealing 21 8.4 Indemnification 22 8.5 Insurance 22 8.6 Compensation and Reimbursement. 22 8.7 Liability for Predecessor 23
Rights Powers and Duties of the General Partner. Section 6.1 Name and Address. Lyondell GP shall be the general partner of ---------------- the Partnership. The place of business of the General Partner is One Houston Center, 2 Greenville Cross, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 238, Greenville, Delaware 19807.
Section 6.2 Duties of the General Partner. -----------------------------
(a) The General Partner shall devote to the affairs of the Partnership such time and attention as shall be reasonably required for the conduct of the Partnership's business. The General Partner shall not engage in any other activities or assume any involvement or acquire any interest in any entity other than the Partnership.
(b) The General Partner shall enforce the obligations of the Operator to perform or provide the Operating Services in accordance with the terms, conditions and standards of the Operating Agreement. If the Operating Agreement is terminated for any reason, the General Partner (including any Substitute General Partner) shall provide, or engage a Qualified Replacement Operator to provide, the Operating Services in accordance with the terms, conditions and standards of the Operating Agreement, as if the Operating Agreement remained in full force and effect.
Rights Powers and Duties of the General Partner. Section 5.1 Business Management and Control..................................................................... 9 Section 5.2 Duties and Obligations.............................................................................. 9 Section 5.3 Indemnification..................................................................................... 9 Section 5.4 Liability of the General Partner to Limited Partners..............................................
Rights Powers and Duties of the General Partner. 8.1 Subject to the other provisions of this Agreement, the conduct and control of the business and affairs of the Limited Partnership shall be vested exclusively in the General Partner, which shall have all powers necessary or incidental to such conduct or control. It is the intention of the Partners that the General Partner have sole responsibility for the management of the business and affairs of the Partnership. Notwithstanding any contrary provision elsewhere contained in this Agreement, the General Partner shall have a fiduciary duty as General Partner to the Limited Partners, and the General Partner shall exercise its power and authority only in such manner as is consistent with such fiduciary duty.
8.2 The powers of the General Partner shall include, but not be limited to, the following:
(a) The General Partner may cause the Partnership to acquire, hold and sell real and personal property (including, but not limited to, shares of stock, bonds, general and limited partnership interests and any other tangible or intangible interests), construct or cause the construction of improvements upon real property, borrow money and enter into credit agreements respecting the borrowing of money and the issuance of promissory notes or commercial paper (whether or not supported by letters of credit or guaranties), mortgage or pledge all or any part or parts of the Partnership property, guarantee the indebtedness of others (including, but not limited to, indebtedness of affiliates) and acquire, make or invest in loans (including, but not limited to, loans of affiliates) which may or may not be secured by real and personal property.
(b) The General Partner may cause the Partnership to employ Persons and organizations, including Persons or organizations with whom or which it may be associated, or which it directly or indirectly owns or controls, to provide managerial and other services to and for any Partnership property and the Partnership.
(c) The General Partner may cause the Partnership to sell, transfer, convey or lease all or any part or parts of the Partnership property for cash or securities, or any combination of cash and securities, upon such terms and conditions as it from time to time may determine.
(d) The General Partner may cause the Partnership to acquire, lease or manage any real or personal property at such price, for cash, securities or other property and upon such terms as the General Partner, in its sole discretion, deems proper.
(e) The General ...
Rights Powers and Duties of the General Partner. Section 5.01 Authority of the General Partner to Manage the Partnership.
A. The General Partner shall have the exclusive right and power to conduct the business and affairs of the Partnership and to do all things necessary to carry on the business of the Partnership in accordance with the provisions of this Agreement and applicable law, and is hereby authorized to take any action of any kind and to do anything and everything it deems necessary or appropriate in accordance with the provisions of this Agreement and applicable law. Except as expressly provided herein, the authority to conduct the business of the Partnership shall be exercised only by the General Partner. Subject to Section 5.01E, the General Partner may appoint, contract, or otherwise deal with any Person, including employees of its Affiliates, to perform any acts or services for the Partnership necessary or appropriate for the conduct of the business and affairs of the Partnership.
B. No Limited Partner shall participate in or have any control whatsoever over the Partnership's business or have any authority or right to act for or bind the Partnership. The Limited Partners hereby unanimously Consent to the exercise by the General Partner of the powers conferred on it by this Agreement, subject to the restrictions and limitations set forth in this Agreement or the Act.
C. Except to the extent otherwise provided herein, the General Partner is hereby authorized, without Consent of the Limited Partners, to:
(i) execute any and all agreements (including the Purchase Agreements and the Management Agreements, which agreements shall be deemed to satisfy all requirements of this Agreement), contracts, documents, certifications and instruments necessary or convenient in connection with the acquisition, development, financing, management, maintenance, operation, sale or other disposition of the Partnership's properties and assets except as otherwise limited by this Agreement;
(ii) borrow money from itself or others (including Affiliates of any general partner of the Partnership) and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Partnership and to secure the same by mortgage, pledge or other lien on the assets of the Partnership, such borrowing and security to be only with respect to the following: (a) the Deferred Purchase Debt, (b) any amounts advanced by the General Partner or an Affiliate of the General Partner (which amounts may or m...
Rights Powers and Duties of the General Partner