Examples of Limited Partner Representative in a sentence
The duties of the Limited Partner Representative will include: (a) consideration of any approvals sought by the General Partner pursuant to the terms of this Agreement; (b) review and advise the General Partner regarding matters involving conflicts of interest submitted to it by the General Partner; and (c) render such other advice and counsel as is requested by the General Partner in connection with the Partnership’s investments and other Partnership matters.
RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 49 Section 10.1. No Participation in Management 49 Section 10.2. Bankruptcy of a Limited Partner 49 Section 10.3. No Withdrawal 50 Section 10.4. Conflicts 50 Section 10.5. Provision of Information 50 Section 10.6. Limited Partner Representative 52 Section 10.7. Power of Attorney 52 (ii) ARTICLE XI.
Notwithstanding anything herein to the contrary, any consent, approval or other determination to be made by the Limited Partner Representative under this Agreement may instead be made by an affirmative vote of a Majority in Interest of the Limited Partners on such consent, approval or other determination.
The Partnership will reimburse the Limited Partner Representative for his or her reasonable out-of-pocket expenses.
If an action requires the Limited Partner Representative’s consent or approval, such consent or approval shall be deemed as obtained in compliance with this Agreement if the Limited Partner Representative ratifies such action after its occurrence.
During any such extension periods, the General Partner shall use its reasonable efforts to convert the Partnership’s Non-marketable Securities into Marketable Securities or cash, and all Securities that become Marketable Securities during such period or periods shall be promptly distributed by the Partnership; provided, that the Limited Partner Representative must approve the value of any such Marketable Securities to be so distributed prior to their distribution.
Any appointment of a Limited Partner Representative made hereunder shall remain effective until rescinded in a writing delivered to the General Partner via certified mail, registered overnight express mail or telecopy, and the General Partner shall have the right and authority to rely (and shall be fully protected in so doing) on the actions taken and directions given by such Limited Partner Representative, without any further evidence of their authority or further action by the Limited Partners.
The General Partner will appoint a representative of the Limited Partners (the “Limited Partner Representative”) selected from among the five (5) Limited Partners with the largest Capital Commitments to the Partnership; provided, however, that any Limited Partner that is an Affiliate of the General Partner, the Management Company, any Managing Director or any of their respective members, employees or Affiliates may not be appointed to be a Limited Partner Representative.
All actions, consents or approvals of the Limited Partner Representative may be carried out by telephone, facsimile or electronic mail or other means reasonably acceptable to the General Partner.
The Initial Limited Partner is hereby appointed as the “Limited Partner Representative.” A Majority-in-Interest of the Limited Partners shall have the right, at any time, within their sole discretion, to replace the Limited Partner Representative, or to appoint a temporary substitute to act for a Limited Partner Representative unable to act.