Delegation by the General Partner Sample Clauses

Delegation by the General Partner. Subject to restrictions otherwise provided herein, the General Partner may at any time employ any other Person, including Persons and Entities employed by, affiliated with, or related to the General Partner to perform services for the Partnership and its business, and may delegate all or part of their authority or control to any such other Persons, provided that such employment or delegation shall not relieve the General Partner of its responsibilities and obligations under this Agreement or under the laws of the State of North Carolina nor will it make any such Person a Partner or General Partner of the Partnership.
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Delegation by the General Partner. The General Partner shall have the power and authority to delegate to one or more other Persons the General Partner’s rights and powers to manage and control the affairs of the Partnership, including to delegate to agents and employees of the General Partner or the Partnership (who may not be Limited Partners), and to delegate by a written agreement with, or otherwise to, other Persons other than a Limited Partner; provided that any such delegation by the General Partner shall not cause the General Partner to cease to be a General Partner of the Partnership. The General Partner may authorize any Person (including, without limitation, any Partner or Officer) to enter into and perform under any document on behalf of the Partnership.
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Delegation by the General Partner. Subject to restrictions otherwise provided herein, the General Partner may at any time employ any other Person, including Persons and Entities employed by, affiliated with, or related to the General Partner to perform services for the Partnership and its business, and may delegate all or part of their authority or control to any such other Persons, provided that such employment or delegation shall not relieve the General Partner of its responsibilities and obligations under this Agreement or under the laws of the State of Texas nor will it make any such Person a Partner in the Partnership.
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Delegation by the General Partner. Subject to the provisions of the Stockholders Agreement or as otherwise expressly provided herein, the General Partner shall have the power and authority to delegate to agents and employees of the General Partner or the Partnership (including Officers) to the same extent a board of directors of a Delaware corporation may delegate matters to employees or other agents of the corporation; provided that any such delegation by the General Partner shall not cause the General Partner to cease to be a General Partner of the Partnership. Subject to the provisions of the Stockholders Agreement, the General Partner may authorize any person (including, without limitation, any Partner or Officer) to enter into and perform under any document on behalf of the Partnership.
Sample 1
Delegation by the General Partner. The General Partner may, at any time, employ any other Persons, including Persons and entities employed by, affiliated with or related to the General Partner or any Limited Partner or any Affiliate thereof, to perform services for the Partnership and its business, and the General Partner may delegate all or a part of its authority or control to any such other Persons and authorize any such Person to act on behalf of the Partnership, provided that such employment or delegation shall not relieve the General Partner of its responsibilities and obligations under this Agreement or under the Act. The Partnership shall compensate such Persons.
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Related to Delegation by the General Partner

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Amendments to be Adopted Solely by the General Partner Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Withdrawal of the General Partner (a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”);

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

  • Reimbursement of the General Partner (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

  • Ownership of the General Partner Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

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