Management by the General Partner. (a) Subject to the terms and provisions of this Agreement, the management and control of the business and affairs of the Partnership shall be vested solely in, and directed and exercised solely by, the General Partner. In furtherance of the activities of the Partnership, subject to the terms and provisions of this Agreement, the General Partner shall have all rights and powers, statutory or otherwise, possessed by general partners of limited partnerships under the laws of the State of Delaware.
Management by the General Partner. Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners.
Management by the General Partner. Except as otherwise specifically set forth in this Agreement, the General Partner shall have the rights, powers and obligations required to be vested in or assumed by a general partner of a limited partnership under the Partnership Act and otherwise as provided by Applicable Law. Except as otherwise provided by Applicable Law, or as specifically set forth in this Agreement, the General Partner is hereby vested with the full, exclusive and complete right, power and discretion to operate, manage and control the affairs of the Partnership and to make all decisions affecting Partnership affairs, as deemed necessary, appropriate or advisable by the General Partner to carry on the purposes of the Partnership. Without limiting the generality of the foregoing, all of the Partners hereby specifically agree that the General Partner may, on behalf of the Partnership, at any time, and without further notice to the Partners or the Consent of any Partner (except as otherwise provided by Applicable Law or as specifically set forth herein) consummate a reorganization of the Partnership or the Partnership’s subsidiaries or the other TPG Operating Group Partnerships. Except as expressly provided in this Agreement, the Partnership Act or otherwise as provided by Applicable Law, the day-to-day business and affairs of the Partnership and its Subsidiaries shall be managed, operated and controlled by the General Partner in accordance with the terms of this Agreement and no Limited Partners shall have management authority or rights over the Partnership or its Subsidiaries. The General Partner is, to the extent of its rights and powers set forth in this Agreement, an agent of the Partnership for the purpose of the Partnership’s and its Subsidiaries’ business, and the actions of the General Partner taken in accordance with such rights and powers, shall bind the Partnership (and no Limited Partners shall have such right) including the Limited Partners; provided that, in the case of any provision of this Agreement that explicitly requires or contemplates that the General Partner shall act in good faith or under another explicit standard, any decision or action of the General Partner under or pursuant to such provision shall be consistent with such standard and shall not be conclusive and binding upon the Limited Partners unless so consistent. Third parties dealing with the Partnership may rely conclusively upon any certificate of the General Partner to the effect that it is acting on...
Management by the General Partner. The management, policy and operation of the Partnership shall be vested exclusively in the General Partner who shall perform all acts and enter into and perform all contracts and other undertakings which it deems necessary or advisable to carry out any and all of the purposes of the Partnership. Without limiting the foregoing general powers and duties, and except as is otherwise expressly set forth herein, the General Partner is hereby authorized and empowered on behalf of the Partnership and, as relevant herein, is required:
Management by the General Partner. The General Partner shall devote --------------------------------- such time and attention, and shall diligently perform those duties, as are reasonably necessary to manage effectively the Partnership's affairs. Subject to the provisions of the Act and this Agreement, the General Partner shall have the power to perform acts necessary or appropriate for the efficient management of the Partnership including, without limitation, the right to:
Management by the General Partner. (a) Subject to the terms and provisions of this Agreement, the management and control of the business and affairs of the Partnership shall be vested solely in, and directed and exercised solely by, the General Partner. In furtherance of the activities of the Partnership, subject to the terms and provisions of this Agreement, the General Partner shall have all rights and powers, statutory or otherwise, possessed by general partners of limited partnerships under the laws of the Cayman Islands.
Management by the General Partner. Subject to the provisions of this Agreement, and in accordance with the purpose of the Partnership as set forth in Section 2.3, the General Partner shall have complete and exclusive power and authority to perform acts associated with the management and control of the Partnership and its activities. In so doing, the General Partner has all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law and any action taken by the General Partner will constitute the act of and will serve to bind the Partnership. Without limiting the generality of the foregoing but subject to any limitations specifically provided in this Agreement or the Act, the General Partner has the power and authority to do the following (in its capacity as General Partner, or on behalf of the Partnership, as the General Partner deems appropriate or applicable):
Management by the General Partner. Except as otherwise expressly provided herein and subject to the restrictions contained in Sections 5.1, 5.6. 5.7, 6.2 and 6.6 hereof, management of the Partnership and control of its business shall be vested solely in the General Partner. Except for situations in which the approval of the Limited Partners is required by this Agreement, the Investment Agreement or by non-waivable provisions of applicable law, the General Partner shall have the exclusive right, power and discretion to manage, operate and control the Partnership, to do all things necessary or appropriate to carry on its business and purposes, including but not limited to, the right to incur and satisfy obligations relating to the formation and operation of the Partnership, and to exercise all rights and powers conferred upon the General Partner by the Delaware Act, in each case subject to the terms and conditions set forth in this Agreement. The General Partner shall have the power to delegate authority to the officers and such other employees, agents and representatives of the Partnership as it may from time to time deem appropriate and in accordance with this Agreement. Any delegation of authority by the General Partner to take any action must be approved by the General Partner in the same manner as would be required for the General Partner to take such action directly. Unless authorized to do so by this Agreement or by the General Partner, no attorney-in-fact, employee, Limited Partner or other agent of the Partnership shall have any power or authority to bind the Partnership in any way, to pledge its credit or to render it liable monetarily for any purpose.
Management by the General Partner. (a) Except as expressly limited by the provisions of this Agreement, the General Partner (i) shall have the duty, responsibility, authority and power to manage and administer the affairs and business of the Partnership; (ii) shall, in its sole and absolute discretion, exercise all powers necessary, convenient or appropriate to carry out the purposes, conduct the business and exercise the powers of the Partnership, but subject to the limitations and restrictions expressly set forth herein; and (iii) shall have all of the powers, duties and obligations conferred by the Act on a general partner. Except as expressly limited by the provisions of this Agreement, the General Partner is authorized and empowered, on behalf and in the name of the Partnership, to carry out and implement, directly or through such agents and designees as the General Partner may appoint, such actions and execute such documents as the General Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership. For purposes of this Article VII, references to the Partnership shall include its Subsidiaries, unless the context requires otherwise.
Management by the General Partner. Subject to the terms and conditions of this Agreement and except as provided in Section 5.2 below, the General Partner, acting by and through its appropriate officers and directors, shall have complete authority over and the exclusive control and management of the business and affairs of the Partnership. The Limited Partners shall not participate in the control of the Partnership within the meaning of the act and shall have no right or authority to act for or bind the Partnership in any manner whatsoever except as otherwise expressly provided in the Act, the rights and powers to the Limited Partners shall not extend beyond those set forth in this Agreement and any attempt to participate in the control of the Partnership in a manner contrary to the rights and powers granted herein or in the Act shall be null and void and without force and effect. The exercise by a Limited Partner of any of the rights granted to it hereunder shall not be deemed participating in the control of the business of the Partnership and shall not constitute a violation hereof. The Partnership shall have one (1) General Partner. The initial General Partner is Family Dollar Holdings, Inc. A Person shall cease to be a General Partner upon (i) its withdrawal as a General Partner, (ii) assignment of its entire Interest pursuant to Article VII, or (iii) the occurrence of any of the events of cessation set forth in the Act. Upon the cessation of any Person as a General Partner, such Person or its transferee shall have the right to receive the distributions and allocations with respect to its Interest, but in all other respects shall be treated as a Limited Partner. Without the approval of a majority in Interest of the Limited Partners (excluding Limited Partner Interests held by the General Partner), a General Partner shall not withdraw from the Partnership, or voluntarily cause an event to occur that would result in the General Partner’s cessation as a General Partner pursuant to the Act. No assignee of a General Partner’s Interest shall become a General Partner, but rather shall be treated as an assignee of a Limited Partner’s Interest unless admitted to the Partnership as a Limited Partner in accordance with Section 7.3 (b). The General Partner shall be entitled to receive such compensation from the Partnership in exchange for the performance of its duties under this Agreement or under the Act as may be mutually agreed to by the General Partner on one hand and the Limited Partners on the...
