Common use of Authority of General Partner Clause in Contracts

Authority of General Partner. The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall devote such time to the Partnership as shall be reasonably required for its welfare and success. The General Partner, without limitation on any power that may be conferred upon it by law, and except as may be provided to the contrary elsewhere in this Agreement, shall have full power, right and authority: (a) to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership, provided that the net proceeds resulting from any new or refinanced loan, lien or encumbrance shall be used in the operation, management or improvement of the Property owned by the Partnership and in furtherance of the Partnership’s interest, or shall be distributed to the Partners in accordance with the distribution provisions hereinafter set forth; (b) to borrow money on behalf of the Partnership; (c) to repay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnership; (d) to execute or cause to be executed for and on behalf of the Partnership any mortgage, note, assignment of rents, assignment of beneficial interest for collateral purposes, and other documents, and any renewals, extensions or modifications thereof; provided that with respect to any financing of any property the sole security for such financing shall be Partnership property only and none of the Partners except the General Partner shall have any personal liability thereon; (e) to make expenditures and incur obligations in the ordinary course of business; (f) to acquire and enter into any contract of insurance which it deems necessary and proper for the protection of the Partnership, for conservation of its assets, or for any purpose convenient or beneficial to the Partnership; (g) to employ, retain or contract, from time-to-time, with persons, firms or corporations, which may be or include the General Partner, for the right to acquire and for the improvement of the Property and for the operation and management of the Partnership business and to carry out all of its purposes, including but not limited to supervisory and managing agents, building management agents, contractors and subcontractors, insurance brokers, real estate brokers, loan brokers, consultants in management and finance, attorneys and accountants, on such terms and for such compensation as the General Partner shall determine; (h) to obtain such zoning, planned unit development and/or other approvals as are necessary and desirable to allow the Partnership to develop on the Property the residential dwelling units as generally described in Article III of this Agreement. (i) to compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect to the Partnership or any assets of the Partnership as the General Partner may deem advisable, all or any of the above matters being at the expense of the Partnership; (j) to hold title for the Partnership to the Property; (k) to perform and carry out all other powers, rights and authority authorized under the Limited Partnership Act of the State of Nevada; and (l) to execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing management responsibilities.

Authority of General Partner. The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall devote such time to the Partnership as shall be reasonably required for its welfare and success. The General Partner, without limitation on any power that may be conferred upon it by law, and except as may be provided to the contrary elsewhere in this Agreement, shall have full power, right and authority: (a) to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership, provided that the net proceeds resulting from any new or refinanced loan, lien or encumbrance shall be used in the operation, management or improvement of the Property owned by the Partnership and in furtherance of the Partnership’s interest, or shall be distributed to the Partners in accordance with the distribution provisions hereinafter set forth; (b) to borrow money on behalf of the Partnership; (c) to repay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnership; (d) to execute or cause to be executed for and on behalf of the Partnership any mortgage, note, assignment of rents, assignment of beneficial interest for collateral purposes, and other documents, and any renewals, extensions or modifications thereof; provided that with respect to any financing of any property the sole security for such financing shall be Partnership property only and none of the Partners except the General Partner shall have any personal liability thereon; (e) to make expenditures and incur obligations in the ordinary course of business; (f) to acquire and enter into any contract of insurance which it deems necessary and proper for the protection of the Partnership, for conservation of its assets, or for any purpose convenient or beneficial to the Partnership; (g) to employ, retain or contract, from time-to-time, with persons, firms or corporations, which may be or include the General Partner, for the right to acquire and for the improvement of the Property and for the operation and management of the Partnership business and to carry out all of its purposes, including but not limited to supervisory and managing agents, building management agents, contractors and subcontractors, insurance brokers, real estate brokers, loan brokers, consultants in management and finance, attorneys and accountants, on such terms and for such compensation as the General Partner shall determine; (h) to obtain such zoningadditional development, planned unit development and/or other construction and utility approvals and permits as are necessary and desirable to allow the Partnership to develop on the Property the residential dwelling units as generally described in Article III of this Agreement. (i) to compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect to the Partnership or any assets of the Partnership as the General Partner may deem advisable, all or any of the above matters being at the expense of the Partnership; (j) to hold title for the Partnership to the Property; (k) to perform and carry out all other powers, rights and authority authorized under the Revised Uniform Limited Partnership Act of the State of NevadaTexas; and (l) to execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing management responsibilities.

Authority of General Partner. The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall devote such time to the Partnership as shall be reasonably required for its welfare and success. The General Partner, without limitation on any power that may be conferred upon it by law, and except as may be provided to the contrary elsewhere in this Agreement, shall have full power, right and authority: (a) to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership, provided that the net proceeds resulting from any new or refinanced loan, lien or encumbrance shall be used in the operation, management or improvement of the Property owned by the Partnership and in furtherance of the Partnership’s interest, or shall be distributed to the Partners in accordance with the distribution provisions hereinafter set forth; (b) to borrow money on behalf of the Partnership; (c) to repay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnership; (d) to execute or cause to be executed for and on behalf of the Partnership any mortgage, note, assignment of rents, assignment of beneficial interest for collateral purposes, and other documents, and any renewals, extensions or modifications thereof; provided that with respect to any financing of any property the sole security for such financing shall be Partnership property only and none of the Partners except the General Partner shall have any personal liability thereon; (e) to make expenditures and incur obligations in the ordinary course of business; (f) to acquire and enter into any contract of insurance which it deems necessary and proper for the protection of the Partnership, for conservation of its assets, or for any purpose convenient or beneficial to the Partnership; (g) to employ, retain or contract, from time-to-time, with persons, firms or corporations, which may be or include the General Partner, for the right to acquire and for the improvement of the Property and for the operation and management of the Partnership business and to carry out all of its purposes, including but not limited to supervisory and managing agents, building management agents, contractors and subcontractors, insurance brokers, real estate brokers, loan brokers, consultants in management and finance, attorneys and accountants, on such terms and for such compensation as the General Partner shall determine; (h) to obtain such zoning, planned unit development and/or other approvals as are necessary and desirable to allow the Partnership to develop on the Property the residential dwelling units as generally described in Article III of this Agreement. (i) to compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect to the Partnership or any assets of the Partnership as the General Partner may deem advisable, all or any of the above matters being at the expense of the Partnership; (j) to hold title for the Partnership to the Property; (k) to perform and carry out all other powers, rights and authority authorized under the Limited Partnership Act of the State of NevadaFlorida; and (l) to execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing management responsibilities.

Authority of General Partner. The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall devote such time to the Partnership as shall be reasonably required for its welfare and success. The General Partner, without limitation on any power that may be conferred upon it by law, and except as may be provided to the contrary elsewhere in this Agreement, shall have full power, right and authority: (a) to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership, provided that the net proceeds resulting from any new or refinanced loan, lien or encumbrance shall be used in the operation, management or improvement of the Property owned by the Partnership and in furtherance ; to borrow money on behalf of the Partnership’s interest, or shall be distributed . The Limited Partner specifically approves and consents to the Partners in accordance execution and delivery by the General Partner of (i) a Construction Loan Agreement with Xxxxxx Trust and Savings Bank of Chicago, Illinois providing for a $20,738,000 loan and (ii) the distribution provisions hereinafter set forthmortgage and other collateral security documents that will encumber the Partnership’s assets under such Construction Loan Agreement; (b) to borrow money on behalf of the Partnership; (c) to repay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnership; (d) to execute or cause to be executed for and on behalf of the Partnership any mortgage, note, assignment of rents, assignment of beneficial interest for collateral purposes, and other documents, and any renewals, extensions or modifications thereof; provided that with respect to any financing of any property the sole security for such financing shall be Partnership property only and none of the Partners except the General Partner shall have any personal liability thereon; (e) to make expenditures and incur obligations in the ordinary course of business; (f) to acquire and enter into any contract of insurance which it deems necessary and proper for the protection of the Partnership, for conservation of its assets, or for any purpose convenient or beneficial to the Partnership; (g) to employ, retain or contract, from time-to-time, with persons, firms or corporations, which may be or include the General Partner, for the right to acquire and for the improvement of the Property and for the operation and management of the Partnership business and to carry out all of its purposes, including but not limited to supervisory and managing agents, building management agents, contractors and subcontractors, insurance brokers, real estate brokers, loan brokers, consultants in management and finance, attorneys and accountants, on such terms and for such compensation as the General Partner shall determine; (h) to obtain such zoning, planned unit development and/or other approvals as are necessary and desirable to allow the Partnership to develop on the Property the residential dwelling units as generally described in Article III of this Agreement. (i) to compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect to the Partnership or any assets of the Partnership as the General Partner may deem advisable, all or any of the above matters being at the expense of the Partnership; (j) to hold title for the Partnership to the Property; (k) to perform and carry out all other powers, rights and authority authorized under the Limited Partnership Act of the State of NevadaIllinois; and (l) to execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing management responsibilities.

Authority of General Partner. (a) Subject to the terms of this Agreement, the General Partner shall have the right, power, and authority, acting for and on behalf of and in the name of the Partnership, to: (i) execute and deliver on behalf of the Partnership any contract, agreement, or other instrument or document required or otherwise appropriate to acquire, construct, rehabilitate, renovate, improve, lease, operate, sell, encumber, mortgage, convey, or refinance the Project (or any part thereof); (ii) convey the Project by deed, mortgage, certificate, bill of sale, agreement, or otherwise, as appropriate; and (iii) bring, compromise, settle, and defend actions at law or in equity. Any action required or permitted to be taken by the General Partner hereunder may be taken by such of its proper officers or agents as it shall validly designate and duly authorize for such purpose. (b) Except for items for which Consent of the Limited Partner is required, all decisions made for and on behalf of the Partnership by the General Partner shall be binding upon the Partnership. Except as expressly otherwise set forth in this Agreement, the General Partner (acting for and on behalf of and in the name of the Partnership), in extension and not in limitation of the rights and powers given it by law or by the other provisions of this Agreement, shall, in its sole discretion, have the full and entire right, power and authority, in the management of the Partnership’s day-to-day business, to do any and all acts and things necessary, proper, ordinary, customary or advisable to effectuate the purposes of the Partnership. In so doing, the General Partner shall take all actions necessary or appropriate to protect the interests of the Limited Partner and of the Partnership. In furtherance and not in limitation of the foregoing provisions of this Article V and of the other provisions of this Agreement and subject to any applicable Consent of the Limited Partner, the General Partner is, as is more fully set forth in Section 5.1(a), specifically authorized and empowered to execute any and all instruments and documents as shall be required by any lender in connection with any loan or loans, including but not limited to executing the Mortgages, Loan Notes, any contract, loan agreement, bank resolution and signature card, release, discharge, or any other document or instrument in any way related thereto or necessary or appropriate in connection therewith, all of which must be in accordance with this Agreement. (c) The General Partner shall have exclusive authority maintain the books and records of the Partnership, and shall be responsible, on a timely basis, for (i) preparing all required tax returns and related information, (ii) making any tax elections approved in writing by the Limited Partner, from time to time, and (iii) preparing all financial information, all in accordance with Sections 5.7(d), 13.3 and 13.4 hereof. (d) The General Partner may delegate certain of its authority, power, and right to manage the operations Project to the Management Agent; provided, however, that any such delegation shall not relieve the General Partner of its obligations and affairs responsibilities to ensure the proper management of the Partnership Project. (e) [if there is a Managing General Partner - All rights, powers, authority, consents, approvals and other actions required or permitted to make be taken by the General Partner shall be taken by the Managing General Partner, acting singly, all decisions regarding of which actions shall be binding on all General Partners.] (f) [Material Participation of Nonprofit General Partner. (1) Notwithstanding any provision of this Agreement to the business contrary, during the Compliance Period, the Nonprofit General Partner (i) shall materially consult with the Managing General Partner and participate (within the meaning of Section 469(h) of the Partnership Code and Treasury Regulations promulgated thereunder, and in accordance with any applicable requirements of the HCA in connection with its non-profit set-aside pool) on a regular and continuous basis in the development and operation of the Project, and (ii) shall devote such time and effort as shall be necessary to participate with the Managing General Partner in the development and operation of the Project. Specifically, the Nonprofit General Partner shall during the development of the Project and throughout the Compliance Period (A) ensure that the Project is developed and operated as a low-income housing project in accordance with Section 42 of the Code and all rules and regulations of the HCA, (B) assist the Managing General Partner in monitoring compliance with rent levels, income certifications and other applicable low-income housing requirements, (C) assist in the HCA underwriting process for the Federal Low-Income Credits, (D) assist the Managing General Partner in the choice of contractors, managers and consultants, (E) assist the Managing General Partner in the overall management of the Project, (F) assist the Managing General Partner in the development and implementation of tenant programs, (G) assist the Managing General Partner in compliance with IRS and HCA reporting requirements, (H) maintain its federal tax-exempt status or that of the GP Owner, and take such other actions under Section 42(h)(5) of the Code to qualify as a “qualified corporation” and/or a “qualified nonprofit organization”. Nonprofit General Partner acknowledges that the Partnership is relying on Nonprofit General Partner’s participation and involvement to accomplish the development and operation of the Project and (I) comply with applicable requirements of the HCA in connection with an award from the HCA’s nonprofit set-aside pool. General Partner shall use all income derived from the Partnership in furtherance of its exempt purposes or those of its tax exempt parent entity. In furtherance of, and not in limitation of any other provisions set forth herein, Nonprofit General Partner shall provide its signature where requested for the Partnership to obtain debt and equity financing and other third party support. (2) General Partner shall provide certificates and documentary evidence of its compliance with this Section 5.1(f) (including with respect to all applicable requirements of the HCA) at such times as the Limited Partner shall request, provided that such certificates and documentary evidence shall be provided for each calendar year no later than 10 days after the close thereof. (3) In the event that the IRS determines that the Nonprofit General Partner is no longer exempt from federal income taxation under Sections 501(c)(3) or 501(c)(4) of the Code, or that it is not a “qualified corporation” or a “qualified nonprofit organization” as defined in Section 42(h)(5) of the Code, or that it has not complied with applicable requirements of the HCA in connection with the HCA’s nonprofit set-aside pool, the Nonprofit General Partner shall immediately notify the Limited Partner, and, shall withdraw from the Partnership as a Nonprofit General Partner in exchange for the payment by the Partnership of an amount equal to the greater of (A) $100 or (B) the balance in its Capital Account; each Partner, by its execution of this Agreement, hereby Consents to the withdrawal of the Nonprofit General Partner under such circumstances. In the event that the Nonprofit General Partner withdraws pursuant to the provisions of this Section 5.1(f), or the Managing General Partner determines that there is a reasonable probability that the Nonprofit General Partner would not be treated as a “qualified corporation” or a “qualified nonprofit organization”, the Managing General Partner shall immediately thereafter select, subject to the Consent of the Limited Partner, which Consents shall not be unreasonably withheld, a substitute Nonprofit General Partner which shall be reasonably a “qualified nonprofit organization” or a “qualified corporation” and receives any required for its welfare and successconsent(s) of the HCA. The Nonprofit General Partner shall immediately give notice to the Limited Partner of any audit of examination by the IRS of its tax-exempt status or inquiry by the HCA into the material participation of the Nonprofit General Partner in the Project]. [Authority of General Partner] [USE THE FOLLOWING LANGUAGE IN CALIFORNIA BOE DEALS IN LIEU OF SECTION 5.1] (a) The General Partner shall be the “managing general partner” of the Partnership; as such term is used in Section 214(g) of the California Revenue and Taxation Code and as further defined in the rules and regulations (“Property Tax Rules”) of the California State Board of Equalization (the “BOE”), without limitation on any power that may be conferred upon it by lawspecifically, and except BOE Property Tax Rule 140.1(a)(10). Except as may be provided to the contrary elsewhere otherwise set forth in this Agreement, shall have full powerthe General Partner, right and authority: (a) within the authority granted to deal withit under this Agreement, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership, provided that the net proceeds resulting from any new or refinanced loan, lien or encumbrance shall be used in the operation, management or improvement of the Property owned by the Partnership and in furtherance of the Partnership’s interest, or shall be distributed to the Partners in accordance with the distribution provisions hereinafter set forth;shall (b) The General Partner shall undertake the following Substantial Management Duties on behalf of the Partnership: (i) Rent, maintain and repair the low-income housing property, or if such duties are delegated to borrow money the Management Agent, participate in hiring and overseeing the work of the Management Agent; (ii) participate in hiring and overseeing the work of all persons necessary to provide services to the Partnership for the management and operation of the Partnership business; (iii) execute and enforce all contracts executed by the Partnership; (iv) execute and deliver all Partnership documents on behalf of the Partnership; (v) prepare or cause to be prepared all reports to be provided to the Partners or Lenders on a monthly, quarterly, or annual basis, consistent with the requirements of this Agreement; and (vi) monitor compliance with all governmental regulations and files or supervise the filing of all required documents with government agencies. (c) the parties acknowledge that the savings contemplated by the exemption provided by Section 214(g) of the California Revenue and Taxation Code (“Property Tax Savings”) are necessary in order for the Partnership to repay meet its debt underwriting and financing assumptions, and therefore to keep the Project affordable to low-income tenants. The parties further acknowledge that the Partners would not undertake to develop the Project and provide the affordable housing created by the Project unless the Property Tax Savings were available to help underwrite the Project’s operating expenses. The Partners shall use their best efforts to maintain the Property Tax Exemption during the life of the Partnership; (d) In addition to the duties of the General Partner specifically set forth above, to the extent not already designated as duties of the General Partner in this Agreement, the General Partner with the written consent of all Partners may also undertake any or all of the following specific Substantial Management Duties: (i) coordinate all present and future development, construction or rehabilitation of projects; (ii) acquire, hold, assign or dispose of property or any interest in property; (iii) borrow money on behalf of the Partnership, encumber Partnership assets, place title in the name of nominee to obtain financing; prepay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnershipobligation; (div) to execute or cause to be executed for and on behalf pay organizational expenses incurred in creation of the Partnership any mortgageand all operational expenses; (v) determine the amount and timing of distributions to Partners and establish and maintain all required reserves; and (vi) ensure that charitable services or benefits such as vocational training, noteeducational programs, assignment of rentschildcare and after school programs, assignment of beneficial interest for collateral purposescultural activities, and other documentsfamily counseling, and any renewalstransportation, extensions meals, and/or linkages to health and/or social services are provided or modifications thereof; provided that with respect information regarding charitable services or benefits are made available to any financing of any property the sole security for such financing shall be Partnership property only and none of the Partners except the General Partner shall have any personal liability thereon;low income housing tenants. (e) The General Partner shall annually conduct a physical inspection of the Project to make expenditures ensure that the property is being used as a low income housing project meeting the requirements applicable to Credits and incur obligations in meeting all the ordinary course requirements of business;the BOE and the Property Tax Rules for the Property Tax Exemption. (f) to acquire and enter into any contract of insurance which it deems necessary and proper for the protection of the Partnership, for conservation of its assets, or for any purpose convenient or beneficial to the Partnership; (g) to employ, retain or contract, from time-to-time, with persons, firms or corporations, which may be or include the General Partner, for the right to acquire and for the improvement of the Property and for the operation and management of the Partnership business and to carry out all of its purposes, including but not limited to supervisory and managing agents, building management agents, contractors and subcontractors, insurance brokers, real estate brokers, loan brokers, consultants in management and finance, attorneys and accountants, on such terms and for such compensation as the The General Partner shall determine; (h) submit on an annual basis a certification to obtain such zoning, planned unit development and/or other approvals as are necessary the county assessor for [NAME] County certifying that the Project meets all of the requirements of BOE and desirable to allow the Partnership to develop on the Property the residential dwelling units as generally described in Article III of this Agreement. (i) to compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect Tax Rules applicable to the Partnership or any assets of the Partnership as the General Partner may deem advisable, all or any of the above matters being at the expense of the Partnership; (j) to hold title for the Partnership to the Property; (k) to perform and carry out all other powers, rights and authority authorized under the Limited Partnership Act of the State of Nevada; and (l) to execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing management responsibilitiesProperty Tax Exemption.