Authority of Partners. No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner.
Authority of Partners. The General Partner shall have the power on behalf of and in the name of the Fund to carry out any and all of the objects and purposes of the Fund set forth in Section 1.4, and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
Authority of Partners. Subject to the limitations of this Agreement, and to the duties, obligations and limitations imposed upon the Partners at law, the Partners shall manage the day-to-day operations of the Partnership. The Partners shall have the authority to take any action which the Partners believe in good faith to be in furtherance of the Partnership business and purposes and to exercise all rights and powers generally conferred by law in connection therewith. No Person dealing with the Partnership shall be required to inquire into, or obtain any consents or other documentation as to the authority of the Partners to take any such action or to exercise any such rights or powers. Specifically:
Authority of Partners. Each Partner shall have the responsibilities set forth herein and may only exercise such powers and do such lawful acts and things as are incidental, necessary or appropriate in the implementation and completion of each such Partner’s responsibilities hereunder. Except as otherwise specifically provided, the Partners shall not have authority to bind the Joint Venture, and agree not to take any action to bind the Joint Venture.
Authority of Partners. 16 SECTION 3.06 Action by Written Consent or Ratification ............................................16 SECTION 3.07
Authority of Partners. Other than exercising a Limited Partner's rights and powers as a Limited Partner, as contemplated in the Act, no Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the
Authority of Partners. No Partner is an agent of the Partnership solely by virtue of being a Partner, and no Partner has authority to act for the Partnership solely by virtue of being a Partner. Any Partner who takes any action or binds the Partnership without having been authorized to do so by the necessary approval of the Partners or as otherwise authorized under this Partnership Agreement shall be solely responsible for any loss, cost, damage, or expense incurred by the Partnership as a result of the unauthorized action and shall indemnify, defend, and hold the Partnership and other Partners harmless with respect to the loss, cost, damage, or expense (including, without limitation, reasonable attorneys' fees).
Authority of Partners. Except as provided in ARTICLE 18 above with respect to Partners who are members of the Investment Committee, no Partner shall have any authority to act for or on behalf of the Partnership.
Authority of Partners. The Partners have full power and authority to enter into this Agreement and carry out its terms. This Agreement has been duly and validly executed and delivered by the Partners and is binding upon and enforceable against each Partner in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies.
Authority of Partners. 4 Sec. 2.03 Reliance by Third Parties.....................................5 Sec. 2.04 Activity of the General Partner...............................5 Sec. 2.05 Exculpation...................................................6 Sec. 2.06 Indemnification of General Partner............................6 Sec. 2.07 Management Fee................................................7 Sec. 2.08 Expenses......................................................7 Sec. 2.09 CDO Management Fees...........................................8 ARTICLE III CAPITAL ACCOUNTS OF PARTNERS AND OPERATION THEREOF............9 Sec. 3.01 Definitions...................................................9 Sec. 3.02 Capital Commitments...........................................9 Sec. 3.03