Authority of Managing General Partner. The Managing General Partner is specifically authorized and empowered, on behalf of the Partnership, and by consent of the Investor Partners herein given, to do any act or execute any document or enter into any contract or any agreement of any nature necessary or desirable, in the opinion of the Managing General Partner, in pursuance of the purposes of the Partnership. Without limiting the generality of the foregoing, in addition to any and all other powers conferred upon the Managing General Partner pursuant to this Agreement and the Act, and except as otherwise prohibited by law or hereunder, the Managing General Partner shall have the power and authority to:
(a) Acquire leases and other interests in oil and/or gas properties in furtherance of the Partnership's business;
(b) Enter into and execute pooling agreements, farm out agreements, operating agreements, unitization agreements, dry and bottom hole and acreage contribution letters, construction contracts, and any and all documents or instruments customarily employed in the oil and gas industry in connection with the acquisition, sale, exploration, development, or operation of oil and gas properties, and all other instruments deemed by the Managing General Partner to be necessary or appropriate to the proper operation of oil or gas properties or to effectively and properly perform its duties or exercise its powers hereunder;
(c) Make expenditures and incur any obligations it deems necessary to implement the purposes of the Partnership; employ and retain such personnel as it deems desirable for the conduct of the Partnership's activities, including employees, consultants, and attorneys; and exercise on behalf of the Partnership, in such manner as the Managing General Partner in its sole judgment deems best, of all rights, elections, and obligations granted to or imposed upon the Partnership;
(d) Manage, operate, and develop any Partnership property, and enter into operating agreements with respect to properties acquired by the Partnership, including an operating agreement with the Managing General Partner as described in the Prospectus, which agreements may contain such terms, provisions, and conditions as are usual and customary within the industry and as the Managing General Partner shall approve;
(e) Compromise, xxx, or defend any and all claims in favor of or against the Partnership;
(f) Subject to the provisions of Section 8.04 hereof, make or revoke any election permitted the Partnership by any t...
Authority of Managing General Partner. The Managing General Partner may bind the Partnership to do all acts that are necessary, appropriate, or incidental to the accomplishment of the purposes of the Partnership. Any person dealing with the Partnership or the Managing General Partner may rely on a certificate signed by the Managing General Partner as to the identity of any Partner, the existence or absence of any fact or condition that is necessary to permit action by either the Partnership or the Managing General Partner or germane in any other way to the affairs of the Partnership, and the persons who are authorized to execute and deliver any documents or instruments of or on behalf of the Partnership. Without limiting the generality of the foregoing, the Managing General Partner is specifically authorized to do the following:
(a) to negotiate and enter into leases and agreements with land or building owners or other Persons, and to incur obligations for, and on behalf of, the Partnership in connection with Partnership business;
(b) to borrow money on behalf of the Partnership and, as security therefor, to encumber the property;
(c) to prepay, in whole or in part, refinance, increase, modify or extend any obligation affecting the property;
(d) to sell, exchange, convey and lease the property;
(e) to employ from time to time, at the expense of the Partnership, other Persons required for the operation and management of the Partnership business, including accountants, attorneys and others, who may be Partners, on such terms and for such compensation as the Managing General Partner determines to be reasonable and this may include Persons which are Affiliates;
(f) to pay all attorney's and accountant's fees and other costs incurred in connection with the formation of the Partnership business and the completion of all steps necessary or advisable for the Partnership to comply with applicable laws;
(g) to assume responsibilities imposed on the Managing General Partner by the Act;
(h) to compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership and to carry such insurance as the Managing General Partner considers advisable;
(i) to exercise the voting rights associated with the securities and other Property owned by the Partnership;
(j) to commence or defend litigation with respect to the Partnership or any assets of the Partnership as the Managing General Partner considers advisable, at the expense of the Partnership;
(k) to make, execute, acknowledge and deliver documen...
Authority of Managing General Partner. All decisions and other matters concerning (i) the computation and allocation of specific items of income, gain, expense or loss among the Partners and (ii) accounting procedures to be employed by the Partnership shall be determined in good faith by the Managing General Partner, which determination shall be final and conclusive as to all Partners. In furtherance of the foregoing, the Managing General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of this Agreement to the extent necessary to (A) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (B) comply with the requirements of the Income Tax Act, (C) reflect the Partners’ interests in the Partnership or (D) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement. The Managing General Partner may make or revoke, but shall not be obligated to make or revoke, any tax election provided for under the Code, or any provision of state, local or non-U.S. tax law or under the Income Tax Act.
Authority of Managing General Partner. Except as otherwise specifically provided by this Agreement, all decisions and other matters concerning (i) the computation and allocation of specific items of income, gain, expense or loss among the Partners and (ii) accounting procedures to be employed by the Partnership shall be determined in good faith by the Managing General Partner, which determination shall be final and conclusive as to all Partners. In furtherance of the foregoing, the Managing General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of this Agreement to the extent necessary to (A) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder),
Authority of Managing General Partner. The Managing General Partner may bind the Partnership to do all acts that are necessary, appropriate, or incidental to the accomplishment of the purposes of the Partnership. Any person dealing with the Partnership or the Managing General Partner may rely on a certificate signed by the Managing General Partner as to the identity of any Partner, the existence or absence of any fact or condition that is necessary to permit action by either the Partnership or the Managing General Partner or germane in any other way to the affairs of the Partnership, and the persons who are authorized to execute and deliver any documents or instruments of or on behalf of the Partnership. Without limiting the generality of the foregoing, the Managing General Partner is specifically authorized to do the following:
(a) to negotiate and enter into leases and agreements with land or building owners or other Persons, and to incur obligations for, and on behalf of, the Partnership in connection with Partnership business;
(b) to borrow money on behalf of the Partnership and, as security therefor, to encumber the property;
(c) to prepay, in whole or in part, refinance, increase, modify or extend any obligation affecting the property;
(d) to sell, exchange, convey and lease the property;
(e) to employ from time to time, at the expense of the Partnership, other Persons required for the operation and management of the Partnership business, including accountants,
Authority of Managing General Partner. Except as otherwise specifically provided by this Agreement, all decisions and other matters concerning (i) the computation and allocation of specific items of income, gain, expense or loss among the Partners and (ii) accounting procedures to be employed by the Partnership shall be determined in good faith by the Managing General Partner, which determination shall be final and conclusive as to all Partners. In furtherance of the foregoing, the Managing General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of this Agreement to the extent necessary to (A) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (B) comply with the requirements of the Income Tax Act, (C) reflect the Partners’ interests in the Partnership or (D) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement. The Managing General Partner may make or revoke, but shall not be obligated to make or revoke, any tax election provided for under the Code, or any provision of state, local or non-U.S. tax Law or under the Income Tax Act.
Authority of Managing General Partner. Except as restricted pursuant to Section 8(d), the management of the day-to-day Partnership business shall in every respect be the full and complete responsibility of the Managing General Partner, who shall have all rights, powers and authorities permitted by the laws of the State of Maryland and this Agreement. The Managing General Partner, shall have full and complete power and authority to take such action for and on behalf of the Partnership as it may deem necessary or appropriate in connection with the acquisition, development, construction, sale, leasing or operation of any Partnership Asset, including, without limitation, full and complete power and authority: (i) to lease a Partnership asset upon such terms and conditions as the Managing General Partner, in its sole discretion, deems necessary or appropriate; (ii) to borrow money for and on behalf of the Partnership upon such terms and conditions as the Managing General Partner, in its sole discretion, deems necessary or appropriate; (iii) to convey, mortgage, pledge or hypothecate for and on behalf of the Partnership all or any part of the Partnership Assets to secure any loans to the Partnership; and (iv) to execute and to deliver for and on behalf of the Partnership any promissory notes, deeds of trust, deeds to secure debt, security agreements, financing statements, assignments of leases or other instruments required in connection with any such loans, conveyances, mortgages, pledges or hypothecations of all or any part of the Partnership's assets. The Managing General Partner shall devote to the management of the business of the Partnership so much of its time as is necessary for the efficient and effective operation of the Partnership. The Managing General Partner shall not be liable or accountable, in damages or otherwise, to the Partnership or to any other Partner for any error of judgment or for any mistakes of fact or law or for anything which it may have done or refrained from doing, or which it may do or refrain from doing hereafter, in connection with the business and affairs of the Partnership except in the case of willful misconduct or gross negligence.
Authority of Managing General Partner. The Managing General Partner may bind the Partnership to do all acts that are necessary, appropriate, or incidental to the accomplishment of the purposes of the Partnership. Any person dealing with the Partnership or the Managing General Partner may rely on a certificate signed by the Managing General Partner as to the identity of any Partner, the existence or absence of any fact
Authority of Managing General Partner. The Managing General Partner is authorized:
(a) To invest and reinvest available funds in investments that, in the judgment of the Managing General Partner, are consistent with the purposes of the Partnership.
(b) To vote or give proxies to vote any stock or other voting security, to exercise management rights as a general partner or as a manager or member of a limited liability company, and to enter into or oppose, alone or with others, voting trusts, mergers, consolidations, foreclosures, liquidations, reorganizations or other changes in the financial structure of any business organization or buy-sell, stock restriction or stock redemption agreement.
(c) To expend Partnership funds or to borrow as the Managing General Partner deems appropriate.
(d) To collect obligations payable to the Partnership and take any lawful means for the recovery thereof by legal process or otherwise, and to execute and deliver a satisfaction and release therefor, together with the right to compromise any claim.
(e) To lease, sell, exchange, pledge, encumber or grant an option for the sale of all or any portion of the real and personal property of the Partnership, at such rental, price or amount for each, and upon such other terms, as the Managing General Partner deems proper.
(f) To perform all of the Partnership's obligations under any agreement entered into by the Partnership.
(g) To select and retain accountants, attorneys and other advisers (including investment advisers) to provide services for the Partnership.
(h) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing.
(i) To take any other action deemed desirable by the Managing General Partner to further the purposes of the Partnership.
Authority of Managing General Partner. Any authorized officer of the Managing General Partner shall have full power and authority to execute all documents and take all other actions as may be taken by the Managing General Partner and thereby bind the Partnership with respect thereto. The duly adopted corporate resolution of the Managing General Partner reciting that it has authority to undertake any action shall be conclusive evidence of the authority of the Managing General Partner or any officer or director of the Managing General Partner and, when delivered to any third party, any such third party shall be entitled to rely upon such resolution or statement and shall not be required to inquire further as to any of the facts contained in such resolution or statement, said facts being deemed to be true insofar as such third party is concerned. After delivering such resolution or statement, the Managing General Partner, by signature of its duly authorized officer, may sign any instrument and bind the Partnership, and the Partnership property just as though all of the Partners had also signed.
