Authority of the General Partner. Except as expressly provided to the contrary in this Agreement, the General Partners shall have full, complete and exclusive authority, power, and discretion to control the business, property and affairs of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities in connection with the Partnership's business, property and affairs. Without limiting the generality of the foregoing, the General Partners shall have on behalf of the Partnership each and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that the General Partner shall have the broadest authority possible with respect to the Partnership's business and, in furtherance thereof, the Limited Partners hereby waive any and all rights it may have to participate in the management and control of the Partnership, to the fullest extent permitted by the Act. By way of example, but not limitation, the General Partner shall have the authority to undertake the following without requiring the approval and or signature of the Limited Partners:: (a) acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; (b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient or incidental to the accomplishment of purposes of the Partnership; (c) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance and operation of Partnership Property; (d) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge or other lien on any Partnership Property, as are necessary to consummate the purchase or refinancing of any Partnership Property; (e) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the Partnership Property, including the right to refinance any existing indebtedness which may include a defeasance thereof; (f) prepay in whole or in part, refinance, recast, increase modify or extend any liabilities affecting the Partnership Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership Property; (g) care for and distribute funds to the Limited Partners by way of cash, income, return of capital or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement; (h) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership; (i) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified; and make any and all elections for federal, state and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Partnership Property pursuant to the Code or comparable provisions of state or local law, in connection with transfers of Units and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership's federal, state or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership or the Partners. The General Partner is specifically authorized to act as the "Tax Matters Partner" under the Code and in any similar capacity under state or local law.
Appears in 1 contract
Samples: Limited Partnership Agreement
Authority of the General Partner. Except as expressly provided A. In addition to any other rights and powers that the contrary in General Partner may possess under this AgreementAgreement and the Act, the General Partners shall Partner shall, except to the extent otherwise provided herein, have full, complete all specific rights and exclusive authority, power, and discretion powers required or appropriate to control the business, property and affairs its management of the PartnershipPartnership business which, by way of illustration but not by way of limitation, may include the following rights and powers:
(1) to make all decisions regarding those matterscause the Partnership to execute, deliver and perform each of the agreements and obligations to perform be performed by the Partnership pursuant to the Asset Purchase Agreement and any and all additional agreements or other acts documents or activities instruments contemplated thereby, including without limitation any loan agreements, mortgage, security or other agreements, documents or instruments (including without limitation the Warrant) in connection with the Partnership's business, property and affairs. Without limiting Financing for the generality acquisition of the foregoingTheatre Properties pursuant to the Asset Purchase Agreement;
(2) to acquire, hold, improve, maintain, operate, lease, finance, encumber, manage, sell, dispose of and otherwise deal with and invest in Theatre Properties (including Theatre Properties to be acquired pursuant to the General Partners shall have on behalf of the Partnership each Asset Purchase Agreement, Theatre Properties which may be acquired in Additional Acquisitions and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that other Theatre Properties which the General Partner shall have in its discretion may cause the broadest authority possible Partnership to acquire with respect to cash contributed by Partners, with the Partnership's business andproceeds of any Financing, Available Cash From Operations, Available Sale Proceeds and/or Available Refinancing Proceeds), or direct or indirect interests therein, or interests in furtherance thereofany joint venture, the Limited Partners hereby waive partnership or other entity which owns or holds any and all rights it may have to participate in the management and control particular item of the Partnership, to the fullest extent permitted by the Act. By way of example, but not limitation, the General Partner shall have the authority to undertake the following without requiring the approval and or signature of the Limited Partners::Theatre Property;
(a3) to acquire by purchasepurchase or otherwise, lease or and to hold, improve, maintain, operate, finance, encumber, lease, sell, dispose of and otherwise deal with and invest in, any real or personal property which may be necessary, convenient necessary or incidental to the accomplishment ownership, holding, financing, use, operation, sale or disposition of the purposes of the PartnershipTheatre Properties or direct or indirect interests therein;
(b4) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient or incidental to the accomplishment of purposes of the Partnership;
(c) execute any and all agreements, contracts, documents, certifications, certifications (including any certificates of limited partnership) and instruments and make regulatory filings necessary or convenient in connection with the development, management, maintenance and operation of Partnership Propertythe Theatre Properties or the Partnership, including the employment of itself or such Persons, which may include Affiliates of the General Partner, as may be necessary therefor;
(d5) to borrow money and issue evidences of indebtedness necessaryindebtedness, convenient in furtherance of any or incidental to the accomplishment all of the purposes of the Partnership, and to secure the same by mortgage, pledge or other lien on the Theatre Properties or any Partnership Propertyother assets of the Partnership, as are necessary and to consummate the purchase refinance and/or repay, in whole or refinancing of in part, any Partnership Propertysuch borrowings or security;
(e6) to execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, security agreement, mortgage, deed of trustchattel mortgage, mortgage secured note, promissory notefinancing statement, xxxx of sale, contract or other instrument purporting to convey or encumber any the personal or all real property of the Partnership;
(7) to protect and preserve the title and interest of the Partnership Property, including with respect to the right to refinance assets at any existing indebtedness which may include a defeasance thereoftime owned or acquired by the Partnership;
(f) prepay in whole or in part8) to collect all amounts due to the Partnership, refinanceand otherwise to enforce all rights of the Partnership, recast, increase modify or extend any liabilities affecting including all such rights inuring to the Partnership Property and in connection therewith execute any extensions or renewals of encumbrances on any or all benefit of the Partnership Propertyunder any lease of its assets, and in that connection to retain counsel and institute such suits or proceedings, in the name and on behalf of the Partnership, or, if the General Partner and the Partners agree, in the name of the Partners;
(g9) care to designate and appoint one or more agents for the Partnership who shall have such authority as may be conferred upon them by the General Partner, and distribute who may perform any of the duties, and exercise any of the powers and authority conferred upon the General Partner hereunder, including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Partnership;
(10) to establish and maintain one or more bank accounts for the Partnership in such bank or banks as the General Partner may, from time to time, designate as depositaries of the funds of the Partnership;
(11) to the Limited extent that funds of the Partnership are available, to pay all debts and obligations of the Partnership;
(12) to the extent that funds of the Partnership are available, to make distributions to the Partners by way of cash, income, return of capital or otherwise, all in accordance with the provisions of this Agreement;
(13) to perform all normal business functions, and perform all matters in furtherance otherwise operate and manage the business affairs of the objectives of the Partnership or Partnership, in accordance with and as limited by this Agreement;
(h14) contract to deal with, or otherwise engage in business with, or lease assets or provide services to, and receive compensation therefor from, any person who has in the past dealt or engaged in business with the General Partner or any of its Affiliates (whether as lender, supplier, agent, lessee, purchaser or otherwise) or may in the future have such dealings or do such business with the General Partner or any of its Affiliates;
(15) to perform all duties imposed on behalf a "tax matters partner" of the Partnership for the employment and services of employees and/or independent contractors and delegate to such Persons the duty to manage or supervise any by Section 6221 through 6232 of the assets or operations Code, including (but not limited to) the following (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, those Limited Partners having less than a one percent (1%) interest in the Profits of the Partnership;Partnership unless a Limited Partner notifies the Internal Revenue Service and the General Partner that the General Partner may not act on such Limited Partner's behalf; and
(i16) to engage in any kind of activity and to perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property and General Partner liability) necessary or incidental to, or in connection withwith or convenient or incidental to, the accomplishment of the purposes of the Partnership, so long as said activities and contracts may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified; State of Texas and make any and all elections for federal, state and local tax purposes including, without limitation, any election, if permitted by other applicable law: (i) to adjust the basis of Partnership Property pursuant to the Code or comparable provisions of state or local law, in connection .
B. Any Person dealing with transfers of Units and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership's federal, state or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partners, and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership or the Partners. The General Partner is specifically may rely upon a certificate signed by the General Partner, thereunto duly authorized, as to
(1) the identity of the General Partner or any Limited Partner;
(2) the existence or non-existence of any fact or facts which constitute conditions precedent to acts by the General Partner or in any other manner germane to the affairs of the Partnership;
(3) the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or
(4) any act or failure to act by the Partnership or as to any other matter whatsoever involving the "Tax Matters Partnership or any Partner" under the Code and in any similar capacity under state or local law.
Appears in 1 contract
Authority of the General Partner. Except The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership's valid existence as expressly provided a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged and (ii) for the accomplishment of the Partnership's purposes, including the acquisition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Agreement and applicable laws and regulations. Subject to the contrary limitations and restrictions set forth in this AgreementAgreement including, without limitation, those set forth in this Article V, the General Partners Partner shall have fullmanage and control the business of the Partnership by conducting, complete and exclusive authority, powerin the name of, and discretion to control on behalf of, the businessPartnership, property the day-to-day business and affairs of the Partnership, to make all decisions regarding those mattersand in so doing may exercise in the name of, and to perform on behalf of, the Partnership the following specific rights and powers without any and all other acts or activities in connection with the Partnership's business, property and affairs. Without limiting the generality further consent of the foregoing, the General Partners shall have on behalf of the Partnership each and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that the General Partner shall have the broadest authority possible with respect to the Partnership's business and, in furtherance thereof, the Limited Partners hereby waive any and all rights it may have to participate in the management and control of the Partnership, to the fullest extent permitted by the Act. By way of example, but not limitation, the General Partner shall have the authority to undertake the following without requiring the approval and or signature of the Limited Partners:being required:
(a) acquire Acquire by purchase, lease lease, or otherwise any real or personal property which may be necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership;
(b) operateOperate, maintain, finance, improve, construct, own, grant options options, with respect to, sell, convey, assign, mortgage mortgage, and lease any real estate and any personal property necessary, convenient necessary or incidental appropriate to the accomplishment of the purposes of the Partnership;
(c) execute Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the formation, management, maintenance maintenance, and operation of Partnership Property, or in connection with managing the affairs of the Partnership;
(d) borrow Borrow money and issue evidences of indebtedness necessary, convenient necessary or incidental to appropriate for the accomplishment of the purposes of the Partnership, Partnership and secure the same by mortgage, pledge pledge, or other lien on any Partnership Property, as are necessary to consummate the purchase or refinancing of any Partnership Property;
(e) executeExecute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract contract, or other instrument purporting to convey or encumber any or all of the Partnership Property, including the right to refinance any existing indebtedness which may include a defeasance thereof;
(f) prepay in whole or in part, refinance, recast, increase modify or extend any liabilities affecting the Partnership Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership Property;
(g) care Care for and distribute funds to the Limited Partners by way of cash, income, return of capital capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
(hg) contract Contract on behalf of the Partnership for the employment and services of employees and/or independent contractors contractors, such as lawyers and accountants, and delegate (subject to the control and supervision of the General Partner) to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;
(ih) engage Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property and General Partner liability) necessary or incidental to, or in connection with, appropriate for the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state jurisdiction in which the Partnership was formed or is then formed or qualified; and make any and all elections for federal, state and local tax purposes including, without limitation, any election, if permitted by applicable law: ;
(i) to adjust the basis of Invest Partnership Property pursuant to the Code or comparable provisions of state or local lawfunds in Permitted Assets; and
(j) Institute, in connection with transfers of Units and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership's federalprosecute, state or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partnersdefend, settle, compromise, and to execute any agreements dismiss lawsuits or other documents relating to judicial or affecting such tax mattersadministrative proceedings brought on or in behalf of, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of against, the Partnership or the Partners. The General Partner is specifically authorized Partners in connection with activities arising out of, connected with, or incidental to act as the "Tax Matters Partner" under the Code this Agreement, and to engage counsel or others in any similar capacity under state or local lawconnection therewith.
Appears in 1 contract
Authority of the General Partner. Except as expressly provided to the contrary in this Agreement, the General Partners shall have full, complete and exclusive authority, power, and discretion to control the business, property and affairs of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities in connection with the Partnership's business, property and affairs. Without limiting the generality of the foregoing, the General Partners shall have on behalf of the Partnership each and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that the General Partner shall have the broadest authority possible with respect to the Partnership's business and, in furtherance thereof, the Limited Partners hereby waive any and all rights it may have to participate in the management and control of the Partnership, to the fullest extent permitted by the Act. By way of example, but not limitationotherwise -------------------------------- provided herein, the General Partner shall have the authority sole and exclusive right to undertake manage the following without requiring the approval and or signature business of the Limited Partners:Partnership and shall have all of the rights and powers which may be possessed by a general partner under the Act including, without limitation the right and power to:
(a) acquire by purchase, lease lease, or otherwise any real or personal property which may be necessary, convenient convenient, or incidental to the accomplishment of the purposes of the PartnershipPartnership including the authority to acquire real and personal property a Partner;
(b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage lease and lease sell any real estate and any personal property necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership;
(c) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance maintenance, and operation of Partnership Property, or in connection with managing the affairs of the Partnership, including executing amendments to the Agreement and the Certificate in accordance with the terms of the Agreement, pursuant to any power of attorney granted by the Limited Partner to the General Partner;
(d) borrow money and issue evidences of indebtedness necessary, convenient register or incidental take title to the accomplishment of the purposes of Partnership assets in the Partnership's name or as trustee, and secure with or without disclosing the same by mortgageidentity of its principal; or permit the securities to be registered in "street name" under a custodial arrangement with an established securities brokerage firm, pledge trust department, or other lien on any Partnership Property, as are necessary to consummate the purchase or refinancing of any Partnership Propertycustodian;
(e) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the Partnership Property, including the right to refinance any existing indebtedness which may include a defeasance thereof;
(f) prepay in whole or in part, refinance, recast, increase modify increase, modify, or extend any liabilities affecting the Partnership Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership Property;
(f) borrow and lend money; and, in accordance with Section 5.6, allow a Partner to lend money to and transact other business with the Partnership or Partners;
(g) borrow or raise money by issuing, accepting, endorsing or executing notes, drafts, bills of exchange, warrants, bonds, debentures, instruments or evidences of indebtedness; securing the indebtedness by mortgage, pledge, transfer, or assignment in trust of all or any part of the Property; and selling, pledging, or disposing of the Partnership's obligations;
(h) care for and distribute funds to the Limited Partners by way of cash, income, return of capital capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
(hi) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;
(ij) engage in any kind of activity activity, including any other trade, business, or investment activity, and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership the Property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified; and make any and ;
(k) take, or refrain from taking, all elections for federalactions, state and local tax not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Partnership Property pursuant to the Code or comparable provisions of state or local law, in connection with transfers of Units and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership's federal;
(l) institute, state or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partnersprosecute, defend, settle, compromise, and to execute any agreements dismiss lawsuits or other documents relating to judicial or affecting such tax mattersadministrative proceedings brought on or in behalf of, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of against, the Partnership or the Partners. The General Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith;
(m) withhold any funds due to a Limited Partner who is specifically authorized to act a foreign Person as the "Tax Matters Partner" under may be required by the Code and in its promulgated regulations; and
(n) establish any similar capacity under state reserve accounts for either operating expenses or local lawcapital expenditures. In the event of replacement of PABTEX GP as the General Partner pursuant to Section 11.1 hereof and the Partners appoint a substitute General Partner, the rights and powers of the General Partner hereunder shall be as exercised as defined by this Agreement.
Appears in 1 contract
Samples: Limited Partnership Agreement (Kansas City Southern Industries Inc)
Authority of the General Partner. Except as expressly provided to the contrary in this Agreement, the General Partners shall have full, complete and exclusive authority, power, and discretion to control the business, property and affairs of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities in connection with the Partnership's business, property and affairs. Without limiting the generality of the foregoing, the General Partners shall have on behalf of the Partnership each and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that the General Partner shall have the broadest authority possible with respect sole and exclusive right to manage the business of the Partnership and, except to the Partnership's business and, in furtherance thereof, extent otherwise provided herein and subject to the approval of the Limited Partners hereby waive any and to the extent required by this Agreement, shall have all rights it may have to participate in the management and control of the Partnershiprights and powers which may be possessed by general partners under the Delaware Act including, to the fullest extent permitted by the Act. By way of example, but not without limitation, the General Partner shall have the authority to undertake the following without requiring the approval right and or signature of the Limited Partners:power to:
(a) acquire by purchase, lease lease, or otherwise any real or personal property which may be necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership;
(b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage mortgage, and lease any real estate and any personal property necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership;
(c) execute any and all agreements, contracts, documents, certificationscertificates, and instruments necessary or convenient in connection with the management, maintenance maintenance, and operation of the Partnership Propertyproperty, or in connection with managing the affairs of the Partnership, including executing amendments to this Agreement in accordance with its terms, pursuant to any power of attorney granted by the Limited Partners to the General Partner;
(d) execute any and all agreements, contracts, documents, certificates and instruments obligating the Partnership to guarantee the repayment of all present and future indebtedness of the General Partner or any Affiliate of the General Partner to third parties, whether for lines of credit, construction loans, general commercial purposes or otherwise;
(e) borrow money and issue evidences of indebtedness necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership, including but not limited to any purchase of Units by the Partnership, and to secure the same by mortgage, pledge pledge, or other lien on any Partnership Property, as are necessary to consummate the purchase or refinancing of any Partnership Propertyproperty;
(ef) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract contract, or other instrument purporting to convey or encumber any or all of the Partnership Property, including the right to refinance any existing indebtedness which may include a defeasance thereofproperty;
(fg) prepay in whole or in part, refinance, recast, increase modify increase, modify, or extend any liabilities affecting the Partnership Property property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership Propertyproperty;
(gh) care for and distribute funds to the Limited Partners by way of cash, income, return of capital capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
(hi) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors contractors, such as lawyers, accountants, and investment advisors, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;
(ij) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified; and make any and ;
(k) take, or refrain from taking, all elections for federalactions, state and local tax not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Partnership Property pursuant to the Code or comparable provisions of state or local law, in connection with transfers of Units and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership's federal; and
(l) institute, state or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partnersprosecute, defend, settle, compromise, and to execute any agreements dismiss lawsuits or other documents relating to judicial or affecting such tax mattersadministrative proceedings brought on or in behalf of, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of against, the Partnership or the Partners. The General Partner is specifically authorized Partners in connection with activities arising out of, connected with, or incidental to act as the "Tax Matters Partner" under the Code this Agreement, and to engage counsel or others in any similar capacity under state or local lawconnection therewith.
Appears in 1 contract
Samples: Limited Partnership Agreement (Molson Coors Capital Finance ULC)
Authority of the General Partner. Except as expressly provided to the contrary in this Agreement, the General Partners shall have full, complete and exclusive authority, power, and discretion to control the business, property and affairs of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities in connection with the Partnership's business, property and affairs. Without limiting the generality of the foregoing, the General Partners shall have on behalf of the Partnership each and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that the General Partner shall have the broadest authority possible with respect sole and exclusive right to manage the Partnership's business and, in furtherance thereof, the Limited Partners hereby waive any and all rights it may have to participate in the management and control of the Partnership, to the fullest extent permitted by the Act. By way of example, but not limitation, the General Partner Partnership and shall have the authority to undertake the following without requiring the approval and or signature all of the Limited Partners:rights and powers which may be possessed by general partners under the Act including, without limitation the right and power to:
(a) acquire by purchase, lease lease, like-kind exchange or otherwise any real or personal property which may be necessary, convenient convenient, or incidental to the accomplishment of the purposes of the PartnershipPartnership including the authority to lease or acquire real and personal property from the General Partner or the Limited Partner;
(b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage mortgage, and lease any real estate and any personal property necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership, including the sale of real estate and personal property to the General Partner or the Limited Partner, and the loan of Partnership funds to third parties, the General Partner, or the Limited Partner;
(c) make and execute any and all agreements, contracts, documentspromissory notes, loan agreements, security agreements, financing statements, collateral pledges, trust deeds, mortgages, deeds, easements, affidavits, leases, assignments, bills of sale, contracts, certifications, and other instruments necessary or convenient in connection with the acquisition, disposition, encumbrance, development, management, maintenance maintenance, and operation of Partnership the Property, or in connection with managing the affairs of the Partnership, including executing amendments to the Agreement and the Certificate in accordance with the terms of the Agreement, pursuant to any power of attorney granted by the Limited Partner to the General Partner;
(d) borrow money from third parties, the General Partner, or the Limited Partner and issue evidences of indebtedness necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge pledge, or other lien on any Partnership Property, as are necessary to consummate the purchase or refinancing of any Partnership Property;
(e) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the Partnership Property, including the right to refinance any existing indebtedness which may include a defeasance thereof;
(f) prepay in whole or in part, refinance, recast, increase modify increase, modify, or extend any liabilities affecting the Partnership Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership Property;
(gf) care for and distribute funds to the Limited Partners by way of cash, income, return of capital capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
(hg) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors (which may include any Partner or an affiliate of any Partner), such as property managers, investment managers or advisers, lawyers, and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;
(ih) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property the Partnership's property or activities and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified; and ;
(i) make any and all elections for federal, state state, and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) , to adjust the basis of Partnership Property pursuant to the Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Units Partnership interests and Partnership distributions; ;
(iij) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to extend accomplish the statute purposes of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership's federal; and
(k) institute, state or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partnersprosecute, defend, settle, compromise, and to execute any agreements dismiss lawsuits or other documents relating to judicial or affecting such tax mattersadministrative proceedings brought on or in behalf of, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of against, the Partnership or the Partners. The General Partner is specifically authorized Partners in connection with activities arising out of, connected with, or incidental to act as the "Tax Matters Partner" under the Code this Agreement, and to engage counsel or others in any similar capacity under state or local lawconnection therewith.
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Authority of the General Partner. Except as expressly provided to the contrary in this Agreement, the General Partners shall have full, complete and exclusive authority, power, and discretion to control the business, property and affairs of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities in connection with the Partnership's business, property and affairs. Without limiting the generality of the foregoing, the General Partners shall have on behalf of the Partnership each and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that the General Partner shall have the broadest authority possible with respect sole and exclusive right to manage the business of the Partnership and, except to the Partnership's business and, in furtherance thereof, extent otherwise provided herein and subject to the approval of the Limited Partners hereby waive any and to the extent required by this Agreement, shall have all rights it may have to participate in the management and control of the Partnershiprights and powers which may be possessed by general partners under the Delaware Act including, to the fullest extent permitted by the Act. By way of example, but not without limitation, the General Partner shall have the authority to undertake the following without requiring the approval right and or signature of the Limited Partners:power to:
(a) acquire by purchase, lease lease, or otherwise any real or personal property which may be necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership;
(b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage mortgage, and lease any real estate and any personal property necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership;
(c) execute any and all agreements, contracts, documents, certificationscertificates, and instruments necessary or convenient in connection with the management, maintenance maintenance, and operation of the Partnership Propertyproperty, or in connection with managing the affairs of the Partnership, including executing amendments to this Agreement in accordance with its terms, pursuant to any power of attorney granted by the Limited Partners to the General Partner;
(d) execute any and all agreements, contracts, documents, certificates and instruments obligating the Partnership to guarantee the repayment of all present and future indebtedness of the General Partner or any Affiliate of the General Partner to third parties, whether for lines of credit, construction loans, general commercial purposes or otherwise;
(e) borrow money and issue evidences of indebtedness necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Partnership, including but not limited to any purchase of Interests by the Partnership, and to secure the same by mortgage, pledge pledge, or other lien on any Partnership Property, as are necessary to consummate the purchase or refinancing of any Partnership Propertyproperty;
(ef) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract contract, or other instrument purporting to convey or encumber any or all of the Partnership Property, including the right to refinance any existing indebtedness which may include a defeasance thereofproperty;
(fg) prepay in whole or in part, refinance, recast, increase modify increase, modify, or extend any liabilities affecting the Partnership Property property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership Propertyproperty;
(gh) care for and distribute funds to the Limited Partners by way of cash, income, return of capital capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
(hi) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors contractors, such as lawyers, accountants, and investment advisors, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;
(ij) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership Property property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified; and make any and ;
(k) take, or refrain from taking, all elections for federalactions, state and local tax not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Partnership Property pursuant to the Code or comparable provisions of state or local law, in connection with transfers of Units and Partnership distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against Partners with respect to adjustments to the Partnership's federal; and
(l) institute, state or local tax returns; and (iii) to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership and the Partners in their capacity as Partnersprosecute, defend, settle, compromise, and to execute any agreements dismiss lawsuits or other documents relating to judicial or affecting such tax mattersadministrative proceedings brought on or in behalf of, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of against, the Partnership or the Partners. The General Partner is specifically authorized Partners in connection with activities arising out of, connected with, or incidental to act as the "Tax Matters Partner" under the Code this Agreement, and to engage counsel or others in any similar capacity under state or local lawconnection therewith.
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Samples: Limited Partnership Agreement (Jacob Leinenkugel Brewing Co., LLC)
