Action by the General Partner Sample Clauses

Action by the General Partner. If an ERISA Partner has not disposed of its entire Interest (or such portion of its Interest as, in the discretion of the General Partner, is sufficient to prevent the Partnership’s assets from being deemed “plan assets” for purposes of ERISA) within thirty (30) days of the General Partner having notified such ERISA Partner of the determination set forth in Section 10.3(a), then, notwithstanding anything to the contrary herein, the General Partner shall have the right, but not the obligation, upon fifteen (15) days’ prior written notice, to do, in its discretion, any or all of the following to reduce or alleviate any restrictions, prohibitions or other material complications resulting from the Partnership’s assets being deemed “plan assets” for the purposes of ERISA:
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Action by the General Partner. The General Partner shall use best efforts to ensure that the Partnership does not hold “plan assets” under ERISA. If the General Partner determines in its sole discretion that there is a reasonable likelihood that (i) any or all of the assets of the Partnership would be deemed to be “plan assets” for purposes of ERISA or (ii) investment in the Partnership would become illegal for a Public Plan Partner, as the case may be, the General Partner shall send a written request to each ERISA Partner (in the case of a determination referred to in clause (i) above) or such Public Plan Partner (in the case of a determination referred to in clause (ii) above), and each such ERISA Partner or Public Plan Partner will, with the reasonable cooperation of the General Partner, use commercially reasonable efforts to dispose of such XXXXX Partner’s or Public Plan Partner’s entire Interest in the Partnership (or such portion of its Interest that the General Partner determines in its sole discretion is sufficient to prevent the Partnership’s assets from being deemed to be “plan assets” for purposes of ERISA or to prevent investment in the Partnership by such Public Plan Partner from being considered illegal, as the case may be) to any Non-Defaulting Partner or any other third Person, whose acquisition of such Interest would result in a reduction in the percentage of the Partnership’s assets that are or might be treated as assets of an employee benefit plan (a “Non-Plan Party”), at a price reasonably acceptable to such ERISA Partner or Public Plan Partner, in a transaction that complies with Article IX. The General Partner shall elect that the ERISA Partners and Public Plan Partners take such action in proportion to their Capital Commitments. If an ERISA Partner or a Public Plan Partner has not disposed of its entire Interest in the Partnership (or such portion of its Interest that the General Partner determines in its sole discretion is sufficient to prevent the Partnership’s assets from being deemed “plan assets” for purposes of ERISA or to prevent the investment in the Partnership by such Public Plan Partner from being considered illegal) within 90 days of the General Partner having notified such ERISA Partner or Public Plan Partner of the General Partner’s determination described in the first sentence of this Section 7.6(a), then, notwithstanding anything to the contrary herein, the General Partner shall upon five (5) Business Days’ prior written notice, take one or more of...
Sample 1
Action by the General Partner. Except as may be expressly ----------------------------- limited by the provisions of this Agreement, the General Partner is specifically authorized, as appropriate, to execute, sign, seal and deliver in the name and on behalf of the Partnership any and all agreements, certificates, instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Partnership.
Sample 1
Action by the General Partner. It is intended that none of the Fund, the General Partner or the Manager, or any of their respective Affiliates, will act as or be deemed to be a fiduciary under ERISA with respect to any ERISA Partner or the assets of the Fund; provided, however, that this provision is not intended to negate the fiduciary duties imposed upon a general partner under the Act. Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action or refrain from taking any action which in its judgment is necessary or desirable in order to prevent any Fund assets from being deemed to constitute Plan Assets of any ERISA Partner.
Sample 1
Action by the General Partner. If the Limited Partner has not taken an action under Section 11.5(b) that results, in the judgment of the General Partner, in elimination of the REIT qualification issues, then the General Partner shall have the right, but not the obligation, upon fifteen (15) days prior written notice, to do, in its sole discretion, any or all of the following:
Sample 1

Related to Action 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.

  • 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.

  • 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.

  • 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:

  • 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.

  • 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.

  • 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”);

  • 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.

  • Other Matters Concerning the General Partner (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

  • Ownership of the General Partner Interest in the Partnership The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

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