Activities of the General Partner Sample Clauses

Activities of the General Partner. The General Partner shall (i) create, incur, assume or permit to exist any Indebtedness or any other obligation or liability whatsoever, other than (A) nonconsensual obligations imposed by operation of law, including obligations of Holdings to the extent such obligations become obligations of the General Partner, (B) obligations with respect to its Equity Interests, (C) obligations to pay for expenses in the ordinary course of business and (D) any Guarantee of any Indebtedness of any CVR Energy Entity, (ii) create, incur, assume or permit to exist any Lien upon any assets owned, leased or licensed by it, other than (A) nonconsensual Liens imposed by operation of law and (B) Liens upon its assets to secure any Indebtedness of any CVR Energy Entity, or (iii) engage in any business or activity or own an asset other than (A) holding 100% of the general partner interests in Holdings, (B) acting as the sole general partner of Holdings and (C) the activities permitted by clauses (i) and (ii) above; THEN, (i) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (ii) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Revolving Commitments and the obligations of each Issuing Bank to issue Letters of Credit shall immediately terminate, (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirement of any kind, all of which are hereby expressly waived by each Credit Party: (1) the unpaid principal amount of and accrued interest on the Loans, (2) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (3) all other Obligations (other than the Specified Hedge Obligations and the Specified Cash Management Obligations); provided that the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents and (D) the Administrative Agen...
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Activities of the General Partner. Nothing herein shall require the General Partner to devote its or its Affiliates full time to the conduct of the affairs of the Partnership. The General Partner shall use reasonable efforts in carrying out and implementing the purposes of the Partnership and shall devote to the conduct of the affairs of the Partnership such time and activity as shall be reasonably necessary therefor. It is understood that the General Partner and its Affiliates may be presently engaged in other businesses, investments and real estate ventures, in which ventures the Limited Partner shall have no right to participate and may continue such activity. These activities shall not be prohibited or restricted because they might be competitive with the business of the Partnership.
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Activities of the General Partner. (a) The officers, directors, employees and agents of the General Partner may perform services for Persons other than the Partnership; provided, however, that the General Partner shall cause its employees, officers, directors and agents, if any, to devote so much of their time and attention to the affairs of the Partnership as is reasonably necessary to enable the General Partner to perform its responsibilities in respect of the Partnership's business. (b) Nothing herein contained shall be deemed to preclude the officers, directors, agents and employees of the General Partner from engaging directly or indirectly in any other business and from possessing interests in any other business or businesses. Section 2.5
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Activities of the General Partner. The General Partner shall, and shall cause (by contract or otherwise) the senior management personnel of Cedar Operating Partnership to remain actively involved in the affairs of the Partnership, the Partnership’s Subsidiaries and the Portfolio Investments.
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Activities of the General Partner. The General Partner shall devote so much of its time to the affairs of the Partnership as the Partnership shall reasonably require. The General Partner may make all decisions and take all actions for the Partnership not otherwise reserved for the Limited Partners pursuant to the Act or this Agreement, including, without limitation, the following:
Sample 1
Activities of the General Partner. The General Partner, its members and Affiliates shall devote to the Partnership such time as the General Partner reasonably requires and none of the General Partner, its members, or Affiliates shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth herein. It is expressly understood and agreed that neither the General Partner nor any of its employees, officers, members, or Affiliates shall be required to devote its or their entire time or attention to the business of the Partnership nor shall any of them be restricted in any manner from participating in other businesses or activities, including similar investment activities. Nothing contained in this Agreement shall be deemed to preclude the General Partner, its members or Affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business or from directly or indirectly purchasing, selling, holding or otherwise dealing with any Investments of assets for the account of any such other business, for their own accounts (subject to applicable internal trading policies), for the account of any of their family members or for the account of other clients. The investment strategies for such other accounts or clients may differ from those of the Partnership. The General Partner and its Affiliates may give advice and recommend Investments to other managed accounts or funds which may differ from advice given to, or the Investments recommended or bought for, the Partnership even though their investment objectives may be the same or similar. The General Partner and its Affiliates are not required to refrain from any other activity or to share any profits from any such activity, including acting as a general partner, managing member or investment adviser for entities with investment objectives identical or similar to those of the Partnership. In connection with these services, such Persons will be paid fees or granted discounts on the purchase of Investments that may determine the pricing of Investments underwritten or placed by such Affiliates. The relationship of any Affiliates with such entities may preclude the Partnership from investing or selling Investments of certain issuers at a time when it may be advantageous for the Partnership to do so. The General Partner and Affiliates of the General Partner may hold positions in Investments that are bought or sold by the Partnership and may trade opposite t...
Sample 1
Activities of the General Partner. (a) The General Partner, the Management Company, and affiliates of the General Partner and the Management Company, and any of their respective officers, directors, members, partners, and employees (collectively, “Affiliates”), shall devote so much of their time to the affairs of the Partnership as in the judgment of the General Partner the conduct of its business shall reasonably require, and none of the General Partner, the Management Company, or Affiliates shall be obligated to do or perform any act or thing in connection with the business of the Partnership not expressly set forth herein. Nothing contained in this Section 4.4 shall be deemed to preclude the General Partner, the Management Company, or Affiliates from exercising investment responsibility, from engaging directly or indirectly in any other business, or from directly or indirectly purchasing, selling, holding, or otherwise dealing with any Securities for the account of any such other business, for their own accounts, for any of their family members, or for other clients. No Limited Partner shall, by reason of being a partner in the Partnership, have any right to participate in any manner in any profits or income earned, derived by, or accruing to the General Partner, the Management Company, or any Affiliate from the conduct of any business other than the business of the Partnership (to the extent provided herein) or from any transaction in Securities effected by the General Partner, the Management Company, or such Affiliate for any account other than that of the Partnership.
Sample 1
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Related to Activities of 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.

  • 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.

  • 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:

  • 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.

  • 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.

  • 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.

  • 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”);

  • 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.

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