Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding the foregoing, the General Partner will not exercise any investment discretion on behalf of the Partnership. The General Partner shall only exercise the rights of the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner is permitted under the Main Fund Agreement to exercise such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests made by the general partner (or similar managing entity) of any Other Blackstone Account alongside or through which the Main Fund invests. (a) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement to: (i) perform, or arrange for the performance of, the management and administrative services necessary for the operations of the Partnership; (ii) make Investments consistent with the purpose of the Partnership; (iii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreement, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities), debts and obligations of the Partnership; (iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership; (v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments; (vi) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership pursuant to and subject to the terms of Section 8.2; (vii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investments; (viii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership; (ix) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities; (x) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; (xi) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act; (xii) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law; (xiii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division or other restructuring transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company; (xiv) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property; (xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement; (xvi) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, or agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and (xvii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Blackstone Infrastructure Strategies (TE) L.P.), Limited Partnership Agreement (Blackstone Private Equity Strategies Fund (TE) L.P.)
Powers of the General Partner. (a) The management, operation and policy of the Partnership Fund shall be vested exclusively in the General Partner, which shall have the power by itself itself, and shall be authorized and empowered on behalf and in the name of the Partnership Fund, to carry out any and all of the objects objectives and purposes of the Partnership Fund and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership Fund and the General Partner on behalf of the PartnershipFund, may enter into and perform any Subscription Agreement and the Advisory Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any PartnerUnitholder, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the PartnershipFund, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the PartnershipFund. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Fund to invest alongside or in any other CVC Fund and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise Fund to engage in any activity not expressly limited herein, including if the rights of the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent investing alongside or other exercise of rights of its limited partners in such CVC Fund and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main CVC Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a4.1(b) below, each Limited Partner Unitholder acknowledges and agrees that the Main Fund General Partner may rely on investment investment-related decisions relating to the Underlying Interests Fund’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Account other CVC Fund alongside or through which the Main Fund invests.
(ab) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the PartnershipFund, or on its own behalf and in its own name, or through agents, agents as may be appropriateappropriate without the consent of any Unitholder or any other Person, subject to the limitations contained elsewhere in this Agreement and the Advisory Agreement, to:
(i) performmake Investments consistent with the purposes of the Fund, including making Primary Commitments to other CVC Funds that provide for carried interest, incentive fees or arrange management fees to be paid or borne by the Fund, provided that such carried interest, incentive fees or management fees result in a dollar-for-dollar reduction of the Management Fee or Incentive Allocation payable by the Fund to the Investment Adviser or the General Partner, as applicable (for the performance ofavoidance of doubt, this clause shall not restrict Investments that are made in connection with interests in CVC Funds purchased on the management and administrative services necessary for the operations secondary market as part of the Partnershipa portfolio transaction);
(ii) make Investments consistent all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring, managing (including providing, or arranging for the provision of, management or managerial assistance to portfolio companies) and disposition of Investments, including in connection with any other CVC Funds alongside or in which the purpose of the PartnershipFund participates;
(iii) direct the formulation of investment policies and strategies for the Fund, and select and approve the making of Investments, all in accordance with this Agreement including in or alongside any other CVC Funds;
(iv) acquire, hold, sell, transfer, exchange, pledge, charge, mortgage and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the exercise of any voting rights with respect to an Investment, the approval of a restructuring of an Investment, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) manage Investments generally, including, but not limited to, managing Investments made by the Fund and the ultimate realization of those Investments and providing, or arranging for the provision of, management or managerial assistance to portfolio companies of the Fund;
(vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment;
(vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Fund, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership Fund are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the PartnershipFund;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viix) admit an assignee of all or any portion of a Limited PartnerUnitholder’s Units as a limited partner of the Partnership to be an Assignee pursuant to and subject to the terms of Section 8.2;
(viix) enter into the Advisory Agreement with the Investment Adviser on behalf of the Fund and delegate to the Investment Adviser certain authority and discretion to act on behalf of the Fund in making, managing and disposing of the Investments of the Fund; provided, that the General Partner shall remain ultimately responsible for the management of the Fund;
(xi) enter into and perform the Subscription Agreements, the Advisory Agreement, and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Unitholder, notwithstanding any other provision of this Agreement;
(xii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixiii) hire, appoint, remove remove, and replace for usual and customary payments and expenses, expenses consultants, custodians of the assets of the PartnershipFund, securities and/or futures brokers, depositaries, prime brokers, appraisers, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership Fund (whether Affiliates or third parties) for itself or for the Fund as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicableand/or officers), and authorize any such agent to act for and on behalf of the PartnershipFund;
(ixxiv) enter into, execute, maintain, file, deliver maintain and/or terminate contracts, undertakings, agreements indemnities (including of finders, placement agents, advisors, agents and consultants), guarantees and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto agreements and documents in the name of the PartnershipFund, and to do or perform all such things as may be necessary or advisable in furtherance of the PartnershipFund’s powers, objects or purposes or to the conduct of the PartnershipFund’s business and activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to any borrowing, guarantees and credit support by the Fund which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxv) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixvi) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership Fund or in furtherance of the interests of the Partnership Fund in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixvii) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States U.S. tax matters, including any election to adjust the basis of Partnership Fund property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section Sections 6221 or 6226 of the Code, as applicable, or comparable provisions of U.S. federal, state, local or non-United States U.S. law;
(xiiixviii) at make, execute, deliver, record and file all certificates, instruments, documents, reports or statements, or any amendment thereto, of any kind necessary or desirable to accomplish the direction business, purpose and objectives of the Main Fund General PartnerFund, in each case as required by any applicable law, agreement or its business judgment;
(xix) modify the organizational structure or entity type of the Partnership Fund and/or the nature of the Units (including including, in each case, by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the PartnershipFund’s investments and investments, manage the PartnershipFund’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership Fund as an investment company;
(xivxx) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvixxi) appoint, remove and/or replace officers and directors of the Partnership Fund as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Investment Adviser or agent or employee of the Partnership (subject to the terms of this Agreement) Fund to act for and on behalf of the Partnership Fund in all matters related to or incidental to the foregoing;
(xxii) subject to the terms of this Agreement, to enter into, consent or withdraw consent to, and perform any cross transaction (including any “agency cross-transaction for an advisory client” as defined for purposes of the Advisers Act) in which the Investment Adviser or an Affiliate of the Investment Adviser acts for both the Fund and a party on the other side of the transaction, including circumstances where the Investment Adviser or an Affiliate of the Investment Adviser acts as a broker for both the Fund and a party on the other side of the transaction, and subject to prior approval from a majority of the Independent Directors, enter into, consent or withdraw consent to and perform any principal transactions in which the Fund purchases or otherwise receives property (including securities) from or sells or otherwise transfers property (including securities) to the Investment Adviser or an Affiliate of the Investment Adviser or any loan transactions in which the Fund borrows money from the Investment Adviser or an Affiliate of the Investment Adviser; provided, however, that such authority to enter into, consent or withdraw consent to and perform any “agency cross-transaction for an advisory client” may be revoked at any time by written notice to the General Partner from a majority in interest of the Unitholders; and
(xviixxiii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership Fund in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act)Agreement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (CVC-PE Global Private Equity Fund, LP), Limited Partnership Agreement (CVC-PE Global Private Equity Fund, LP)
Powers of the General Partner. (a) The management, operation and policy of the Partnership Fund shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership Fund to carry out any and all of the objects and purposes of the Partnership Fund and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership Fund and the General Partner on behalf of the PartnershipFund, may enter into and perform any Subscription Agreement and the Investment Advisory Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the PartnershipFund, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the PartnershipFund. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement and the Advisers Act, nothing herein shall restrict the ability of the Fund to invest alongside or in any other MAM Managed Entity and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise Fund to engage in any activity not expressly limited herein, including if the rights of the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent investing alongside or in such other exercise of rights of its limited partners MAM Managed Entities and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate other MAM Managed Entities, the amount of Subscriptions received from such Limited Partner in the Main Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a3.2(b) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment investment-related decisions relating to the Underlying Interests Fund’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Account other MAM Managed Entity alongside or through which the Main Fund invests.
(ab) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the PartnershipFund, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Advisory Agreement, to:
(i) perform, or arrange for the performance of, the management and administrative services necessary for the operations of the Partnership;
(ii1) make Investments consistent with the purpose purposes of the PartnershipFund;
(iii2) make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of Investments;
(3) direct the formulation of investment policies and strategies for the Fund, and select and approve the making of Investments in accordance with this Agreement including in or alongside any other MAM Managed Entity;
(4) acquire, hold, sell, transfer, exchange, pledge and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the voting of Investments, the approval of a restructuring of an Investment in a Portfolio Entity, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(5) manage Investments generally, including, but not limited to, managing Investments made by the Fund and the ultimate realization of those Investments and providing, or arranging for the provision of, management or managerial assistance to Portfolio Entities;
(6) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment;
(7) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Fund, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(8) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership Fund are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the PartnershipFund;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(vi9) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership to be an assignee pursuant to and subject to the terms of Section 8.25.1;
(vii10) employ, engage and dismiss (with or without cause), on behalf of the Fund, any Person, including an Affiliate of the Fund or of any Partner, to perform services for, or furnish goods to, the Fund. Without limiting the foregoing, the General Partner may enter into the Investment Advisory Agreement with the Adviser on behalf of the Fund and delegate to the Adviser certain authority and discretion to act on behalf of the Fund in making, managing and disposing of the Investments of the Fund; provided, that the General Partner shall remain ultimately responsible for the management of the Fund;
(11) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viii12) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership Fund as it may deem necessary or advisable in its sole discretion (including the Independent Directors of the Partnership, if applicableFund), and authorize any such agent to act for and on behalf of the PartnershipFund;
(ix13) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the PartnershipFund, and to do or perform all such things as may be necessary or advisable in furtherance of the PartnershipFund’s powers, objects or purposes or to the conduct of the PartnershipFund’s activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to borrowings and guarantees by the Fund, hedging arrangements, derivative agreements, credit support agreements, which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(x14) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xi15) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership Fund or in furtherance of the interests of the Partnership Fund in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xii16) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership Fund property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiii17) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership Fund and/or the nature of the Units (including including, in each case, by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the PartnershipFund’s investments and manage the PartnershipFund’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership Fund as an investment company;
(xiv18) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi19) appoint, remove and/or replace officers of the Partnership Fund as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Adviser or agent or employee of the Partnership (subject to the terms of this Agreement) Fund to act for and on behalf of the Partnership Fund in all matters related to or incidental to the foregoing; and
(xvii20) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership Fund in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act)Agreement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Macquarie Energy Transition Infrastructure Fund, L.P.), Limited Partnership Agreement (Macquarie Infrastructure Fund, L.P.)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Advisory Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any Other Stonepeak Account and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of is investing alongside or in such Other Stonepeak Account and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main FundOther Stonepeak Account. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner Unitholder acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Stonepeak Account alongside or through which the Main Fund Partnership invests.
(a) Without limiting the foregoing general powers and dutiesduties and in addition to all other powers granted to the General Partner in this Agreement, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Advisory Agreement, to:
(i) perform, or arrange for make Investments consistent with the performance of, the management and administrative services necessary for the operations purposes of the Partnership;
(ii) make Investments consistent all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of Investments, including in connection with any Other Stonepeak Accounts alongside or in which the purpose of the PartnershipPartnership participates;
(iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Investments in accordance with this Agreement including in or alongside any Other Stonepeak Accounts;
(iv) acquire, hold, sell, transfer, exchange, pledge and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the voting of Investments, the approval of a restructuring of an Investment in a Portfolio Company, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) manage Investments generally, including, but not limited to, managing Investments made by the Partnership and the ultimate realization of those Investments and providing, or arranging for the provision of, management or managerial assistance to Portfolio Companies;
(vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment;
(vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viix) admit an assignee of all or any portion of a Limited PartnerUnitholder’s Units as a limited partner of the Partnership to be an Assignee pursuant to and subject to the terms of Section 8.2;
(viix) enter into the Investment Advisory Agreement with the Investment Advisor on behalf of the Partnership and delegate to the Investment Advisor certain authority and discretion to act on behalf of the Partnership in making, managing and disposing of the Investments of the Partnership; provided, that the General Partner shall remain ultimately responsible for the management of the Partnership;
(xi) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ixxiii) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxiv) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixvi) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixvii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments including in a manner that would separate the combined investment structure through which the Partnership, any Parallel Fund and the Lux Fund jointly invest and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment companycompany or electing to be regulated as a business development company under the 1940 Act; and
(xviii) appoint on a Unitholder’s behalf an independent representative in accordance with and as defined in Rule 206(4)-2 under the Advisers Act (who, for the avoidance of doubt, shall not be employed by the General Partner or an Affiliate of the General Partner) to receive on behalf of, and as agent for, such Unitholder any notices and/or account statements that may be required to be delivered to such Unitholder pursuant to Rule 206(4)-2 under the Advisers Act;
(xivxix) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi) appoint, remove and/or replace appoint officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Investment Advisor or officer, agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xviixx) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act)Agreement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Stonepeak-Plus Infrastructure Fund LP), Limited Partnership Agreement (Stonepeak-Plus Infrastructure Fund LP)
Powers of the General Partner. The management, operation and policy Subject to the provisions of the Partnership shall be vested exclusively in the General PartnerAct, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Investment Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding the foregoing, the General Partner will not exercise any investment discretion on behalf of the Partnership. The General Partner shall only exercise the rights of the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect have the exclusive power to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection perform all acts associated with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights management and operation of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner is permitted under the Main Fund Agreement to exercise such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnershipincluding, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entitieslimitation, the amount of Subscriptions received from such Limited Partner in the Main Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests made by the general partner (or similar managing entity) of any Other Blackstone Account alongside or through which the Main Fund invests.right to:
(a) Without limiting the foregoing general powers Receive, buy, sell, exchange, trade and duties, the General Partner is hereby authorized otherwise deal in and empowered on behalf with Securities and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement to:
(i) perform, or arrange for the performance of, the management and administrative services necessary for the operations other property of the Partnership;
(iib) make Investments consistent with Acquire Securities on the purpose basis of the Partnershipinvestment representations and subject to transfer restrictions;
(iiic) incur Make all expenditures permitted by this Agreement, and, decisions with respect to the extent that funds voting of the Partnership are available and in accordance with the terms of this Agreement, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities), debts and obligations of the PartnershipSecurities;
(ivd) Cause the Partnership to enter into, execute, amend, supplement, acknowledge make and deliver any and all perform such contracts, agreements or and other instruments as the General Partner shall determine undertakings, and to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(vi) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership pursuant to and subject to the terms of Section 8.2;
(vii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investments;
(viii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and do such other agents or other service providers for the Partnership acts, as it may deem necessary or advisable in its sole discretion (including for, or as may be incidental to, the Directors conduct of the Partnership, if applicable), and authorize any such agent to act for and on behalf business of the Partnership;
(ixe) enter intoOpen, executeconduct business regarding, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all draw checks or other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnershippayment orders upon, and to do close cash, checking, custodial or perform all such things as may be necessary similar accounts with banks or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities;
(x) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xi) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it brokers on behalf of the Partnership or and pay the customary fees and charges applicable to transactions in furtherance respect of all such accounts; and
(f) Assume and exercise all powers and responsibilities granted a general partner by the laws of the interests State of Texas. Without limitation upon the foregoing, any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and by the General Partner shall be fully protected in so acting or omitting deemed to act;
(xii) makehave been duly executed, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division or other restructuring transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;
(xiv) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, or agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xvii) do any other act that the General Partner deems necessary or advisable 's signature shall not be required in connection with the management foregoing, and administration third parties shall be entitled to rely upon the General Partner's authority under the provisions of this sentence without otherwise ascertaining that the Partnership in accordance with requirements of this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act)have been satisfied.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Gainsco Inc), Agreement of Limited Partnership (Gainsco Inc)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any Other Blackstone Account and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of is investing alongside or in such Other Blackstone Account and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main FundOther Blackstone Account. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Account alongside or through which the Main Fund investsPartnership invests and, to the fullest extent permitted by law, shall not be in breach of any duty or this Agreement or have any liability to the Partners or the Partnership in so relying.
(a) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Management Agreement, to:
(i) perform, or arrange for make Investments consistent with the performance of, the management and administrative services necessary for the operations purposes of the Partnership; provided that the General Partner shall not make Primary Commitments to Other Blackstone Accounts that provide for carried interest, management fees or incentive fees to be paid or borne by the Partnership unless such fees result in a dollar-for-dollar reduction of the Management Fee or Performance Participation Allocation payable by the Partnership to its Investment Manager or its General Partner, as applicable (for the avoidance of doubt, this clause shall not restrict Investments that are made in connection with interests in Other Blackstone Accounts purchased on the secondary market as part of a portfolio transaction);
(ii) make Investments consistent with all decisions concerning the purpose investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of the Partnershipand disposition of Investments;
(iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Investments in accordance with this Agreement including in or alongside any Other Blackstone Accounts;
(iv) acquire, hold, sell, transfer, exchange, pledge and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the voting of Investments, the approval of a restructuring of an Investment in a Portfolio Entity, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) manage Investments generally, including, but not limited to, managing Investments made by the Partnership and the ultimate realization of those Investments and providing, or arranging for the provision of, management or managerial assistance to Portfolio Entities;
(vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment;
(vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viix) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership pursuant to and subject to the terms of Section 8.2;
(viix) enter into the Investment Management Agreement with the Investment Manager on behalf of the Partnership and delegate to the Investment Manager certain authority and discretion to act on behalf of the Partnership in making, managing and disposing of the Investments of the Partnership; provided, that the General Partner shall remain ultimately responsible for the management of the Partnership;
(xi) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ixxiii) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxiv) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixvi) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixvii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division or other restructuring transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;
(xivxviii) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xvxix) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvixx) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Investment Manager or officer, agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xviixxi) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act)Agreement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Blackstone Private Equity Strategies Fund (TE) L.P.), Limited Partnership Agreement (Blackstone Infrastructure Strategies L.P.)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any other Vista Entity and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of is investing alongside or in such other Vista Entities and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate other Vista Entities, the amount of Subscriptions received from such Limited Partner in the Main Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment investment-related decisions relating to the Underlying Interests Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Account other Vista Entity alongside or through which the Main Fund Partnership invests.
(a) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Management Agreement, to:
(i) perform, or arrange for make Investments consistent with the performance of, the management and administrative services necessary for the operations purposes of the Partnership;; provided that the General Partner shall not make Primary Commitments to other Vista Entities that provide for carried interest, management fees or incentive fees to be paid or borne by the Partnership unless (a) the aggregate Management Fee paid by the Partnership in any fiscal year shall be reduced by an amount equal to the sum of 100% of management fees charged by the other Vista Entities in respect of the Partnership’s direct or indirect investment in such Vista Entity and (b) the aggregate Performance Participation Allocation paid by the Partnership in any fiscal year shall be reduced by an amount equal to the sum of 100% of carried interest or incentive fees in respect of the Partnership’s direct or indirect investment in such Vista Entity.
(ii) make Investments consistent with all decisions concerning the purpose investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of the Partnershipand disposition of Investments;
(iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Investments in accordance with this Agreement including in or alongside any other Vista Entity;
(iv) acquire, hold, sell, transfer, exchange, pledge and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the voting of Investments, the approval of a restructuring of an Investment in a Portfolio Company, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) manage Investments generally, including, but not limited to, managing Investments made by the Partnership and the ultimate realization of those Investments and providing, or arranging for the provision of, management or managerial assistance to Portfolio Companies;
(vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment;
(vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viix) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership to be an Assignee pursuant to and subject to the terms of Section 8.2;
(viix) enter into the Investment Management Agreement with the Manager on behalf of the Partnership and delegate to the Manager certain authority and discretion to act on behalf of the Partnership in making, managing and disposing of the Investments of the Partnership; provided, that the General Partner shall remain ultimately responsible for the management of the Partnership;
(xi) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicableand/or officers), and authorize any such agent to act for and on behalf of the Partnership;
(ixxiii) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxiv) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixvi) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixvii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership and/or the nature of the Units (including including, in each case, by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;
(xivxviii) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;; and
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvixix) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Manager or officer, agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xvii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act).
Appears in 1 contract
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Advisory Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any Other Stonepeak Account and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of is investing alongside or in such Other Stonepeak Account and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main FundOther Stonepeak Account. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner Unitholder acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Stonepeak Account alongside or through which the Main Fund Partnership invests.
(a) Without limiting the foregoing general powers and dutiesduties and in addition to all other powers granted to the General Partner in this Agreement, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement to:
(i) perform, or arrange for the performance of, the management and administrative services necessary for the operations of the Partnership;
(ii) make Investments consistent with the purpose of the Partnership;
(iii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreement, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities), debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(vi) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership pursuant to and subject to the terms of Section 8.2;
(vii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investments;
(viii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ix) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities;
(x) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xi) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xii) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division or other restructuring transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;
(xiv) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, or agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xvii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act).is
Appears in 1 contract
Sources: Limited Partnership Agreement (Stonepeak-Plus Infrastructure Fund LP)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any other Brookfield Account and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of is investing alongside or in such other Brookfield Accounts and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main Fundother Brookfield Accounts. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner Unitholder acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone other Brookfield Account alongside or through which the Main Fund Partnership invests.
(a) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Management Agreement, to:
(i) perform, or arrange for make Investments consistent with the performance of, the management and administrative services necessary for the operations purposes of the Partnership;
(ii) make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring, managing Investments consistent generally, including managing Investments made by the Partnership and the ultimate realization of those Investments (including providing, or arranging for the provision of, management or managerial assistance to Portfolio Companies) and disposition of Investments, including in connection with any Brookfield Accounts alongside or in which the purpose of the PartnershipPartnership participates;
(iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Investments in accordance with this Agreement, including in or alongside any other Brookfield Account;
(iv) acquire, hold, sell, transfer, exchange, pledge, charge, mortgage, and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the exercise of any voting rights with respect to an Investment, the approval of a restructuring of an Investment, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment;
(vi) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(vii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viviii) admit an assignee of all or any portion of a Limited PartnerUnitholder’s Units as a limited partner of the Partnership to be an Assignee pursuant to and subject to the terms of Section 8.2;
(viiix) employ, engage and dismiss (with or without cause), on behalf of the Partnership, any Person, including an Affiliate of the Partnership or of any Partner, to perform services for, or furnish goods to, the Partnership. Without limiting the foregoing, the Unitholders hereby acknowledge that the General Partner has appointed the Manager to act as the investment manager of the Partnership pursuant to the terms of the Investment Management Agreement and subject to the supervision of the General Partner. The Manager shall be primarily responsible for identifying, evaluating, structuring and recommending to the General Partner each of the Investments to be made by the Partnership and the disposition of each such Investment and for administering or supervising the administration of the day-to-day operations of the Partnership;
(x) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixi) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, prime brokers, appraisers, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors and/or officers of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ixxii) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, indemnities (including of finders, placement agents, advisors, agents and consultants), guarantees, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxiii) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixiv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixv) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixvi) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership and/or the nature of the Units (including including, in each case, by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment companycompany or electing to be regulated as a business development company under the 1940 Act;
(xivxvii) issueappoint on a Unitholder’s behalf an independent representative in accordance with and as defined in Rule 206(4)-2 under the Advisers Act (who, sellfor the avoidance of doubt, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose shall not be employed by the General Partner or an Affiliate of the General Partner) to receive on behalf of, transferand as agent for, and otherwise deal in, Units, including Units in fractional denominations, and, such Unitholder any notices and/or account statements that may be required to apply be delivered to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or propertyUnitholder pursuant to Rule 206(4)-2 under the Advisers Act;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvixviii) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Manager or officer, agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xviixix) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act)Agreement.
Appears in 1 contract
Sources: Limited Partnership Agreement (Brookfield Private Equity Fund LP)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding the foregoing, the General Partner will not exercise any investment discretion on behalf of the Partnership. The General Partner shall only exercise the rights of the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructionsFund. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner is permitted under the Main Fund Agreement to exercise such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or of consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests made by the general partner (or similar managing entity) of any Other Blackstone Account alongside or through which the Main Fund invests.
(a) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement to:
(i) perform, or arrange for the performance of, the management and administrative services necessary for the operations of the Partnership;
(ii) make Investments consistent with the purpose of the Partnership;
(iii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreement, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities), debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(vi) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the 1934 Act);
(vii) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership to be an Assignee pursuant to and subject to the terms of Section 8.2;.
(viiviii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investments;
(viiiix) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ixx) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities;
(xxi) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixii) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixiii) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixiv) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;
(xiv) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, ; and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, or agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xvii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act).
Appears in 1 contract
Sources: Limited Partnership Agreement (Blackstone Private Equity Strategies Fund (TE) L.P.)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any Other Ares Fund and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main is investing alongside or in such Other Ares Fund Agreement with respect to any Underlying Interest with the consent of and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main Other Ares Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner Unitholder acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests Partnership’s Portfolio Investments made by the general partner (or similar managing entity) of any Other Blackstone Account Ares Fund alongside or through which the Main Fund Partnership invests.
(a) Without limiting the foregoing general powers and dutiesduties and in addition to all other powers granted to the General Partner in this Agreement, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Management Agreement, to:
(i) perform, or arrange for make Portfolio Investments consistent with the performance of, the management and administrative services necessary for the operations purposes of the Partnership;
(ii) make Investments consistent all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of Portfolio Investments, including in connection with any Other Ares Funds alongside or in which the purpose of the PartnershipPartnership participates;
(iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Portfolio Investments in accordance with this Agreement including in or alongside any Other Ares Funds;
(iv) acquire, hold, sell, transfer, exchange, pledge and dispose of Portfolio Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Portfolio Investments, including, without limitation, the voting of Portfolio Investments, the approval of a restructuring of an Portfolio Investment in a Portfolio Company, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) manage Portfolio Investments generally, including, but not limited to, managing Portfolio Investments made by the Partnership and the ultimate realization of those Portfolio Investments and providing, or arranging for the provision of, management or managerial assistance to Portfolio Companies;
(vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Portfolio Investment;
(vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viix) admit an assignee of all or any portion of a Limited PartnerUnitholder’s Units as a limited partner of the Partnership to be an Assignee pursuant to and subject to the terms of Section 8.2;
(viix) enter into the Management Agreement with the Manager on behalf of the Partnership and delegate to the Manager certain authority and discretion to act on behalf of the Partnership in making, managing and disposing of the Portfolio Investments of the Partnership; provided, that the General Partner shall remain ultimately responsible for the management of the Partnership;
(xi) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ixxiii) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Portfolio Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxiv) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it with reasonable care and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixvi) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixvii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company
(xviii) modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion or similar transaction), amend, supplement or restate this Agreement and the other agreements of the Partnership, structure or restructure the Partnership’s investments and take any other actions as determined by the General Partner, in its sole discretion, necessary or advisable to prepare the Partnership to accept investments from individual investors;
(xivxix) issueappoint on a Unitholder’s behalf an independent representative in accordance with and as defined in Rule 206(4)-2 under the Advisers Act (who, sellfor the avoidance of doubt, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose shall not be employed by the General Partner or an Affiliate of the General Partner) to receive on behalf of, transferand as agent for, and otherwise deal in, Units, including Units in fractional denominations, and, such Unitholder any notices and/or account statements that may be required to apply be delivered to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or propertyUnitholder pursuant to Rule 206(4)-2 under the Advisers Act;
(xvxx) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Manager or agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xviixxi) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act)Agreement.
Appears in 1 contract
Sources: Limited Partnership Agreement (Ares Sports, Media & Entertainment Opportunities LP)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any other Vista Entity and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of is investing alongside or in such other Vista Entities and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate other Vista Entities, the amount of Subscriptions received from such Limited Partner in the Main Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment investment-related decisions relating to the Underlying Interests Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Account other Vista Entity alongside or through which the Main Fund Partnership invests.
(a) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Management Agreement, to:
(i) perform, or arrange for make Investments consistent with the performance of, the management and administrative services necessary for the operations purposes of the Partnership;; provided that the General Partner shall not make Primary Commitments to other Vista Entities that provide for carried interest, management fees or incentive fees to be paid or borne by the Partnership unless (a) the aggregate Management Fee paid by the Partnership in any fiscal year shall be reduced by an amount equal to the sum of 100% of management fees charged by the other Vista Entities in respect of the Partnership’s direct or indirect investment in such Vista Entity and (b) the aggregate Performance Participation Allocation paid by the Partnership in any fiscal year shall be reduced by an amount equal to the sum of 100% of carried interest or incentive fees in respect of the Partnership’s direct or indirect investment in such Vista Entity.
(ii) make Investments consistent with all decisions concerning the purpose investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of the Partnershipand disposition of Investments;
(iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Investments in accordance with this Agreement including in or alongside any other Vista Entity;
(iv) acquire, hold, sell, transfer, exchange, pledge and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the voting of Investments, the approval of a restructuring of an Investment in a Portfolio Company, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) manage Investments generally, including, but not limited to, managing Investments made by the Partnership and the ultimate realization of those Investments and providing, or arranging for the provision of, management or managerial assistance to Portfolio Companies;
(vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment;
(vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments;
(viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viix) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership to be an Assignee pursuant to and subject to the terms of Section 8.2;
(viix) enter into the Investment Management Agreement with the Manager on behalf of the Partnership and delegate to the Manager certain authority and discretion to act on behalf of the Partnership in making, managing and disposing of the Investments of the Partnership; provided, that the General Partner shall remain ultimately responsible for the management of the Partnership;
(xi) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicableand/or officers), and authorize any such agent to act for and on behalf of the Partnership;
(ixxiii) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxiv) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixvi) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixvii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division conversion or other restructuring similar transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;
(xivxviii) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;; and
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvixix) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Manager or officer, agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xvii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act).
Appears in 1 contract
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any Other Blackstone Account and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of is investing alongside or in such Other Blackstone Account and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner activity is permitted under (or otherwise approved in accordance with) the Main Fund Agreement to exercise governing terms of such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main FundOther Blackstone Account. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Account alongside or through which the Main Fund investsPartnership invests and, to the fullest extent permitted by law, shall not be in breach of any duty or this Agreement or have any liability to the Partners or the Partnership in so relying.
(a) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Management Agreement, to:
(i) perform, or arrange for make Investments consistent with the performance of, the management and administrative services necessary for the operations purposes of the Partnership; provided that the General Partner shall not make Investments (a) in Underlying Investment Vehicles or (b) that are sourced and/or managed, in each case, by Underlying Managers that are Affiliates of the BXHF Managers that provide for carried interest, management fees or other incentive compensation to be paid or borne by the Partnership, in each case unless such fees result in a dollar-for-dollar reduction of the Management Fee or Performance Participation Allocation payable by the Partnership to its Investment Manager or its General Partner, as applicable, or otherwise waived to create a single level of fees to the Investment Manager, General Partner or its Affiliates, in the General Partner’s sole discretion;
(ii) make Investments consistent with all decisions concerning the purpose investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of the Partnershipand disposition of Investments;
(iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Investments in accordance with this Agreement including in or alongside any Other Blackstone Accounts;
(iv) acquire, hold, sell, transfer, exchange, pledge and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the voting of Investments, the approval of a restructuring of an Investment in a Portfolio Entity, the institution and settlement or compromise of suits and administrative proceedings and other similar matters;
(v) manage Investments generally, including, but not limited to, managing Investments made by the Partnership and the ultimate realization of those Investments;
(vi) enter into any hedging transaction relating to the investment objectives of the Partnership, including, without limitation, any hedging arrangements in connection with the making, disposing or carrying of an Investment;
(vii) enter into derivative transactions, including, without limitation, credit default swaps, short sales, foreign exchange transactions and other derivative contracts or instruments;
(viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(viix) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership pursuant to and subject to the terms of Section 8.2;
(viix) enter into the Investment Management Agreement with the Investment Manager on behalf of the Partnership and delegate to the Investment Manager certain authority and discretion to act on behalf of the Partnership in making, managing and disposing of the Investments of the Partnership; provided, that the General Partner shall remain ultimately responsible for the management of the Partnership;
(xi) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investmentsaccounts;
(viiixii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ixxiii) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties, covenants, indemnities and guaranties as the General Partner deems necessary or advisable;
(xxiv) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xixv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xiixvi) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiiixvii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division or other restructuring transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;; and
(xivxviii) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Investment Manager or agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xvii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act).
Appears in 1 contract
Sources: Limited Partnership Agreement (Blackstone Multi-Strategy Hedge Fund L.P.)
Powers of the General Partner. The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement and, as applicable, the Main Fund Agreement. The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Advisory Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Notwithstanding Subject to the foregoingexpress limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any Other Stonepeak Account and the General Partner will not exercise any investment discretion is authorized on behalf of the Partnership. The General Partner shall only exercise the rights of Partnership to engage in any activity not expressly limited herein, including if the Partnership under the Main Fund Agreement with respect to any Underlying Interest with the consent of and at the direction of the Limited Partner(s) to which such right relates. To the extent the Main Fund is seeking a consent or other exercise of rights of its limited partners and the General Partner does not receive instructions from one or more underlying Limited Partners, the General Partner will cause the Partnership to act in the same manner (and in the same proportion) as other limited partners of the Main Fund with respect to the Underlying Interest of the Limited Partner that failed to provide such instructions. At the direction of any Limited Partner, the General Partner shall exercise such Limited Partner’s rights with respect to its Underlying Interest under the Main Fund Agreement. The General Partner shall not review or question any matter related to or any action taken by a person required in connection with the Partnership’s obligations under the Main Fund Agreement or review the interests or other property held by the Partnership with respect to prudence, diversification, creditworthiness of any issuer or borrower, or make any suggestions to the Partnership with respect to the investment of the assets of the Partnership. For greater clarification, the General Partner shall only exercise the rights of the Partnership at the direction of the Limited Partners (or consistent with the action of other Main Fund limited partners as described above) with respect to any Limited Partner’s Underlying Interest to the extent that the Main Fund General Partner is permitted under the Main Fund Agreement to exercise such rights of the Main Fund with respect to the interest in the Main Fund of any limited partner thereof, mutatis mutandis. Notwithstanding the foregoing, each Limited Partner hereby directs the General Partner, in its own capacity and on behalf of the Partnership, without further notice or consent from the Limited Partners, to invest, directly or indirectly through one or more Intermediate Entities, the amount of Subscriptions received from such Limited Partner in the Main Fund. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the Main Fund General Partner may rely on investment related decisions relating to the Underlying Interests made by the general partner (or similar managing entity) of any Other Blackstone Account alongside or through which the Main Fund invests.is
(a) Without limiting the foregoing general powers and dutiesduties and in addition to all other powers granted to the General Partner in this Agreement, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Advisory Agreement, to:
: (i) perform, or arrange for the performance of, the management and administrative services necessary for the operations of the Partnership;
(ii) make Investments consistent with the purpose purposes of the Partnership;
; (ii) make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of Investments, including in connection with any Other Stonepeak Accounts alongside or in which the Partnership participates; (iii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the making of Investments in accordance with this Agreement including in or alongside any Other Stonepeak Accounts; (iv) acquire, hold, sell, transfer, exchange, pledge and dispose of Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments, including, without limitation, the voting of Investments, the approval of a restructuring of an Investment in a Portfolio Company, the institution and settlement or compromise of suits and administrative proceedings and other similar matters; (v) manage Investments generally, including, but not limited to, managing Investments made by the Partnership and the ultimate realization of those Investments and providing, or arranging for the provision of, management or managerial assistance to Portfolio Companies; (vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment; (vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments; (viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available and in accordance with the terms of this Agreementavailable, pay all expenses (including tax expenses of the Partnership and any Intermediate Entities)expenses, debts and obligations of the Partnership;
(iv) enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements or other instruments as the General Partner shall determine to be appropriate in furtherance of the purposes of the Partnership;
(v) at such time as any funds received under this Agreement are not invested in the Main Fund or distributed to the Partners pursuant to Section 3.2 hereof, invest such funds only in Temporary Investments;
(vi) admit an assignee of all or any portion of a Limited Partner’s Units as a limited partner of the Partnership pursuant to and subject to the terms of Section 8.2;
(vii) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts in connection with Temporary Investments;
(viii) hire, appoint, remove and replace for usual and customary payments and expenses, consultants, custodians of the assets of the Partnership, securities and/or futures brokers, depositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents or other service providers for the Partnership as it may deem necessary or advisable in its sole discretion (including the Directors of the Partnership, if applicable), and authorize any such agent to act for and on behalf of the Partnership;
(ix) enter into, execute, maintain, file, deliver and/or terminate contracts, undertakings, agreements and any and all other documents, instruments, certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities;
(x) rely on 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 reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;
(xi) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act or omission suffered or taken by it on behalf of the Partnership or in furtherance of the interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any such act or omission, and the General Partner shall be fully protected in so acting or omitting to act;
(xii) make, in its sole discretion, any and all elections for U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of state, local or non-United States law;
(xiii) at the direction of the Main Fund General Partner, modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion, division or other restructuring transaction, without the consent of any Partner or other Person), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company;
(xiv) issue, sell, repurchase, redeem, retire, cancel, convert, exchange, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in, Units, including Units in fractional denominations, and, to apply to any such repurchase, redemption, retirement, cancellation, exchange, conversion or acquisition of Units any funds or property;
(xv) enter into and perform the Subscription Agreements and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Limited Partner, notwithstanding any other provision of this Agreement;
(xvi) appoint, remove and/or replace officers of the Partnership as the General Partner may deem necessary or advisable and authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, or agent or employee of the Partnership (subject to the terms of this Agreement) to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing; and
(xvii) do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership in accordance with this Agreement (including that the General Partner shall register the Units with the Securities and Exchange Commission if and when required pursuant to Section 12(g) of the Exchange Act).
Appears in 1 contract
Sources: Limited Partnership Agreement (Stonepeak-Plus Infrastructure Fund LP)