Common use of Powers and Responsibilities Clause in Contracts

Powers and Responsibilities. The Chairman of the Partner Management Committee (or, if there is no such Chairman, the full Partner Management Committee acting by majority vote) shall have the sole power to require an Original Partner (or his transferees) to withdraw his portion of the Invested IPO Proceeds from the relevant investment fund managed or advised by the Och-Ziff Group and contribute such amounts to any other investment funds managed or advised by the Och-Ziff Group, including any fund managed or advised by a joint venture between the Och-Ziff Group and one or more third parties. The powers and responsibilities of the Partner Management Committee and its Chairman individually shall be limited to those powers and responsibilities set forth expressly in this Agreement (including, without limitation, in Sections 4.1, 4.2, 7.1, 8.1, 8.3, 8.4 and 10.2), and to the reconstitution of the Class B Shareholder Committee (by majority vote of the Partner Management Committee) pursuant to the Class B Shareholders Agreement; provided, however, that the General Partner may delegate in writing such further power and responsibilities to the Partner Management Committee or its Chairman as it shall deem necessary, advisable or appropriate in its sole and absolute discretion from time to time, which delegation may be set forth in this Agreement, as an amendment hereto (which shall not require the vote or approval of any Limited Partner) or a resolution duly adopted by the General Partner.