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; dispose of any and all of the assets of the Partnership; to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan Agreement, with a bank to be determined, as agent and any other banks which are a party to such Revolving Construction Loan Agreement providing for a construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents; (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 Texas; 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; dispose of any and all of the assets of the Partnership; : (b) to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: of (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan AgreementAgreement with Xxxxxx Trust and Savings Bank of Chicago, with a bank to be determined, Illinois as agent and any other banks which are a party to such Revolving Construction Loan Agreement providing for a $100,000,000.00 construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents; (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 Revised Uniform Limited Partnership Act of the State of TexasIllinois; 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; dispose of any and all of the assets of the Partnership; to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan AgreementAgreement with Washington Mutual Bank, with a bank to be determinedFA, as agent and any other banks which are a party to such Revolving Construction Loan Agreement providing for a $100,000,000.00 construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents; (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 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 TexasWashington; 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; dispose of any and all of the assets of the Partnership; to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan AgreementAgreement with Washington National Bank, with a bank to be determinedF.A, as agent and any other banks which are a party to such Revolving Construction Loan Agreement providing for a $105,000,000.00 construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents; (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 effect 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 right and authority authorized under the Limited Partnership Act of the State of TexasFlorida; 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; dispose of any and all of the assets of the Partnership; to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan AgreementAgreement with Washington National Bank, with a bank to be determined, F.A. as agent and any other banks which are a party to such Revolving Construction Loan Agreement providing for a $100,000,000.00 construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents; (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 TexasIllinois; 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 To accomplish the purposes of the Partnership and for the protection and benefit of the Partnership, 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 borrow money on behalf of the Partnership and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the PartnershipPartnership for partnership purposes, and further 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; dispose of any and all of the assets of the Partnership; to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan Agreement, with a bank to be determined, as agent and any other banks which are a party to such Revolving Construction Loan Agreement providing for a construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents; (b) to borrow money on behalf of the Partnership; (c) to 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; (dc) to 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 thereonthereon beyond their interest in the Partnership; (d) To enter into a Bond Purchase Agreement, Loan Agreement, Note, Mortgage, Assignment of Leases, Remarketing Agreement, Reimbursement Agreement, and all other agreements, documents, certifications and approvals including, without limitation, a preliminary official statement and official statement, all in connection with collateralized multifamily housing revenue bonds which are intended by the Partnership to be used to finance improvements on the Property; (e) to To make expenditures and incur obligations in the ordinary course of business; (f) to 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 To employ, retain or contract, from time-to-time to time, with persons, firms or corporations, which may be or include the General PartnerPartner or its affiliates, 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 enter into real estate sale agreements with Xxxxxxx Xxxx, Inc. to obtain such zoning, planned unit development and/or other approvals as are necessary purchase that portion of the Property which is the subject of the Xxxxxxxx Real Estate Sale Contract for a purchase price of $525,000 and desirable to allow purchase that portion of the Property which is the subject of the Xxxxxx Real Estate Sale Contract for a purchase price to be determined by the parties. Title to the Property shall be placed in an Illinois land trust (the “Land Trust”) under which the Partnership to develop on is the Property sole beneficiary thereunder. The General Partner shall direct the residential dwelling units as generally described in Article III trustee under the terms of this Agreement.the trust agreement; (i) to 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 retain and maintain out of capital contributions a working capital reserve beginning on the day following the date of the closing and acquisition of that portion of the Property described in the Xxxxxxxx Real Estate Sale Contract. If capital contributions alone are not sufficient to hold title for maintain the Partnership working capital reserve, then other Cash Receipts, as defined in Section 15.1(a) of this Agreement, to the Property;extent necessary, shall be used to maintain said reserve to the extent available. The amounts of said reserves shall he determined as set forth in Section 15.1(b) of this Agreement. (k) to perform and carry out all other powers, rights and authority authorized under the Limited Partnership Act of the State of Texas; and (l) to To execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing management responsibilities.