Authority of the General Partner. Except as otherwise provided in this Agreement, the General Partner (i) shall have the power on behalf of the Partnership to carry out any and all of the purposes of the Partnership and perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers of the Partnership, any act which is necessary or desirable to carry out any of the purposes of the Partnership, including, without limitation, any of the following: (a) to enter into, make, deliver and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination; (b) to and perform, or cause to be performed, all of the Partnership’s obligations under any agreement or contract to which the Partnership is a party; (c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s business; (d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise; (e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the Partnership; (f) to make expenditures as are required to operate and manage the Partnership and the Partnership’s assets; (g) to deposit the funds of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Partnership; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership; (h) to possess, monitor, manage, or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnership; (i) to make appropriate elections and other decisions with respect to tax and accounting matters; (j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; (k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine; (l) to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; and (m) to do any other act which is necessary or desirable to carry out any of the purposes of the Partnership.
Appears in 7 contracts
Samples: Limited Partnership Agreement (Safeway Stores 42, Inc.), Limited Partnership Agreement (Safeway Stores 42, Inc.), Limited Partnership Agreement (Safeway Stores 42, Inc.)
Authority of the General Partner. (a) Except as otherwise provided in this Agreementfor herein, the General Partner (i) shall have for, in the power name and on behalf of, the Partnership, is hereby authorized to take any action of the Partnership any kind and to carry out do any and all things necessary or convenient to the conduct of the purposes of the Partnership and perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers of the Partnership, any act which is necessary or desirable to carry out any of the purposes Business of the Partnership, including, without limitation, any of the following:
(ai) to acquire by purchase, lease or otherwise, any property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership;
(ii) to operate, maintain, finance, improve, own, grant options with respect to, sell, convey, assign, mortgage, lease or cause to have constructed any property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership;
(iii) to execute any and all agreements, contracts, documents, certifications, and instruments necessary, convenient or incidental in connection with the acquisition, disposition, management, maintenance and operation of the Partnership or any Partnership property and to employ such Persons as are necessary to perform the duties required hereby;
(iv) to borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, and to secure the same by mortgage, pledge or other lien on any property of the Partnership;
(v) to 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 binding on the Partnership or purporting to convey or encumber property of the Partnership;
(vi) to prepay in whole or in part, refinance, recast, increase, modify or extend any mortgages affecting the Partnership property and in connection therewith to execute any extensions or renewals of mortgages on any such property;
(vii) to care for and distribute at such time or times as it may determine all funds by way of cash, income, return of capital or otherwise, to establish Reserves in accordance with this Agreement and to perform all matters in furtherance of the objectives of the Partnership;
(viii) to engage in any kind of activity and to enter into, makeperform or carry out contracts of any kind (including contracts of insurance covering risks to Partnership property and General Partner liability) and to do all things necessary or incidental to, deliver or in connection with, the accomplishment of the purposes of the Partnership, as may lawfully be carried on or performed by a partnership under the Applicable Laws of each state in which the Partnership then is formed or qualified; and
(ix) to make any and perform all contractselections for federal, agreements, instruments state and other undertakings local tax purposes as the General Partner may determine deems, in reasonable judgment, to be necessary, advisable, appropriate desirable or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
(b) to and perform, or cause to be performed, all of the Partnership’s obligations under any agreement or contract to which the Partnership is a party;
(c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s business;
(d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnershipappropriate, including, without limitation, brokersany election, accountantsif permitted by Applicable Laws: (a) to adjust the basis of Partnership assets pursuant to Code Sections 754, engineers734(b) and 743(b), attorneys or specialists comparable provisions of state or local law, in any field connection with transfers of endeavor whatsoeverInterests and Partnership distributions of Partnership property other than cash; (b) 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 (c) to represent the Partnership and the Partners from time to time before tax authorities or courts of competent jurisdiction in tax matters affecting the Partnership and such Persons in their capacity as Partners, and to authorize execute any agreements or other documents relating to or affecting such Person tax matters, including agreements or other documents that bind such Persons with respect to such tax matters or otherwise affect the rights of the Partnership or such Persons. The General Partner is specifically authorized to act as the "Tax Matters Partner" for the Partnership and on behalf such Persons under the Code or in any similar capacity under state or local law.
(b) Any Person dealing with the Partnership or the General Partner may rely upon a certificate signed by the General Partner, thereunto duly authorized, as to:
(i) the identity of the General Partner or the Partners;
(ii) the existence or nonexistence of any fact or facts which constitute a condition or conditions precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership;
(fiii) the Persons authorized to make expenditures as are required to operate execute and manage the Partnership and the Partnership’s assets;
(g) to deposit the funds deliver any instrument or document of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Partnership; or
(iv) any act or failure to deposit with and entrust act by the Partnership or as to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership;
(h) to possess, monitor, manage, or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of matter whatsoever involving the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General any Partner, in its discretion, shall determine;
(l) to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; and
(m) to do any other act which is necessary or desirable to carry out any of the purposes of the Partnership.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Sithe Independence Power Partners Lp), Limited Partnership Agreement (Sithe Independence Funding Corp), Limited Partnership Agreement (Sithe Independence Power Partners Lp)
Authority of the General Partner. (a) Except as otherwise provided in this AgreementArticle III, the General Partner (i) shall have is hereby authorized to do the power following, for and in the name and on behalf of the Partnership Partnership, as may be necessary, convenient or incidental to carry out any and all the implementation of the Annual Plan or to the accomplishment of the purposes of the Partnership and perform all acts and enter into and perform all contracts and other undertakings (provided, that it may in its sole discretion deem necessary or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf if any of and the following constitutes a Major Decision that is not specifically set forth in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this AgreementAnnual Plan, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers shall first obtain the consent of the PartnershipExecutive Committee pursuant to Section 3.4 hereof):
(i) enter into a good faith non-binding letter of intent concerning the acquisition of a Proposed Qualified Asset.
(ii) acquire by purchase, exchange or otherwise, any act which is necessary or desirable to carry out any of Proposed Qualified Asset consistent with the purposes of the Partnership, includingbut only in accordance with Sections 3.4 and 3.6 hereof;
(iii) operate, without limitation, any manage and maintain each of the following:Qualified Assets;
(aiv) take such action as is necessary to form, create or set up any SP Subsidiary that has been approved in accordance with Section 3.6 hereof;
(v) dissolve, terminate or wind-up any SP Subsidiary, provided that any Qualified Asset held by such SP Subsidiary has been disposed of in accordance with Article XI hereof or transferred to the Partnership or any other SP Subsidiary;
(vi) enter into, makeamend, deliver and perform all contracts, agreements, instruments and other undertakings extend or renew any lease of any Qualified Asset or any part thereof or interest therein approved as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out part of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determinationAnnual Plan;
(bvii) initiate legal proceedings or arbitration with respect to and perform, any lease of any Qualified Asset or cause to be performed, all part thereof or interest therein; provided that the initiation of the Partnership’s obligations under any agreement such legal proceedings or contract to which the Partnership is a party;
arbitration shall have arisen (c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payablesx) in connection with any matter of an emergency nature, (y) for the acquisition collection of any assets rent or (z) involving an uninsured claim of the Partnership or the operation of the Partnership’s businessless than $100,000;
(dviii) to cause dispose of any or all of the Partnership to be a venturerQualified Assets by sale, partnerlease, stockholderexchange or otherwise, holder and grant an option for the sale, lease, exchange or otherwise of a beneficial interest any or other participant or owner all the Qualified Assets, but only in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterpriseaccordance with Section 3.7 hereof;
(eix) to employ or consult such Persons as it shall deem necessaryand dismiss from employment any and all employees, appropriate or advisable for the operation and management of the Partnershipagents, including, without limitation, brokers, accountants, engineersindependent contractors, attorneys or specialists in any field of endeavor whatsoeverand, and subject to authorize any such Person to act Section 3.4 hereof, independent accountants for and on behalf of the Partnership;
(fx) pay all Permitted Expenses (and maintain in reserve the amount of any credits pursuant to make expenditures as are required to operate and manage the Partnership and the Partnership’s assetsSection 3.10 hereof);
(gxi) to deposit execute and deliver any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the funds management, maintenance and ownership of the Partnership Qualified Assets and in connection with any other matters with respect to which the Partnership’s name in any bank or trust company and General Partner has authority to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating act pursuant to the Partnership; Annual Plan or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnershipas set forth in this Section 3.3;
(hxii) to possess, monitor, manage, draw down funds as needed under any approved lines of credit or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnershipfinancing previously approved under Section 3.4 hereof;
(ixiii) to make appropriate elections finance or refinance a portion of the purchase price of any Qualified Asset and incur (and refinance) indebtedness secured by any Qualified Asset, or any portion thereof or any interest or estate therein and incur any other decisions with respect to tax and accounting matterssecured or unsecured borrowings or other indebtedness;
(jxiv) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise implement those Major Decisions that are specifically set forth in the interest of Annual Plan or that have been approved by the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine;
(l) Executive Committee pursuant to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this AgreementSection 3.4 below; and
(mxv) subject to do any other act which is conditions expressly provided in this Agreement, engage in any kind of activity and perform and carry out contracts of any kind necessary or desirable incidental to carry out any or in connection with the accomplishment of the purposes of the PartnershipPartnership as may be lawfully carried out or performed by a limited partnership under the laws of each state in which the Partnership is then formed or registered or qualified to do business.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Lexington Realty Trust), Limited Partnership Agreement (Lexington Master Limited Partnership)
Authority of the General Partner. Except as A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall, except and subject to the extent otherwise provided or limited in this Agreement, have all specific rights and powers required or appropriate to its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers to:
(i) expend the Capital Contributions of the Partners and apply Partnership Revenues in furtherance of the business of the Partnership;
(ii) acquire and manage Net Profits Interests and Royalties in Hydrocarbon properties and hold all such interests in the name of the Partnership; provided, however, that in connection therewith, the General Partner shall, contemporaneously with the acquisition of an interest in a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code (ior comparable law) shall have and/or in the power on behalf real property records of the clerk or recorder of the county in which the Producing Property is situated; and, provided further, that filings of such conveyances or agreements shall also be made as the General Partner believes necessary to establish the Partnership's priority of interest; and, provided further, interests in Producing Properties may be held in the name of Geodyne Nominee Corporation, or such other entity designated by the General Partner whose only business is to hold title, as nominee for the Partnership if such action is deemed by the General Partner to carry be necessary or beneficial to the Partnership and the nominee conducts no other business or operations; provided however, no such interests shall be held in the name of a nominee on a permanent basis unless the General Partner obtains either a ruling from the Internal Revenue Service or an opinion of qualified tax counsel to the effect that such arrangement will not change the ownership status of such interests by the Partnership for federal income tax purposes;
(iii) execute such instruments and agreements, do such acts, employ such persons, and contract for such services as the General Partner determines are necessary or appropriate to conduct the Partnership's business, including the entering into management and advisory contracts;
(iv) enter into any partnership agreement, sharing arrangement, or joint venture with any Person acceptable to the General Partner and which is engaged in any business or transaction in which the Partnership is authorized to engage, provided that the Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(v) abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the Partnership upon such terms and for such consideration as the General Partner may determine;
(vi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the Partnership and all devote and expend the proceeds of any such sale for any of the purposes of the Partnership for which the proceeds of borrowings may be applied;
(vii) borrow monies from time to time, for the purposes and perform all acts subject to the limitations stated in Section 4.3D, in the form of recourse or nonrecourse borrowings, or otherwise draw, make, execute, and enter into and perform all contracts issue promissory notes and other undertakings that it may in its sole discretion deem necessary negotiable or advisable or incidental theretononnegotiable instruments and evidences of indebtedness, and (ii) shall havesecure the payments of the sums so borrowed and mortgage, pledge, or assign in trust all or any part of Partnership Property, including interests in Producing Properties, production and proceeds of production, assign any monies owing or to be owing to the Partnership, and engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the Partnership shall not have full authority or acquire, at any time as a result of making the loan, any direct or indirect interest in its discretion to exercisethe profits, capital, or property of the Partnership other than as a secured creditor;
(viii) invest Capital Contributions and other Partnership funds temporarily in the investments set forth in Section 10.3;
(ix) employ on behalf of the Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and in the name of the Partnership, all rights such other assistance and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers of the Partnership, any act which is necessary or desirable to carry out any of the purposes of the Partnership, including, without limitation, any of the following:
(a) to enter into, make, deliver and perform all contracts, agreements, instruments consulting and other undertakings services as the General Partner may determine deem necessary or convenient and to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of pay therefor such action by remuneration as the General Partner to be conclusive evidence of such determinationmay deem reasonable and appropriate;
(bx) incur expenses for travel, telephone, telegraph, insurance, and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on and performing the business of the Partnership;
(xi) enter into such agreements and contracts with such parties and give such receipts, releases, and discharges with respect to any and perform, or cause to be performed, all of the Partnership’s obligations under foregoing and any agreement matters incident thereto as the General Partner may deem advisable or contract to which the Partnership is a partyappropriate;
(cxii) to arrange financing for guarantee the Partnership and to cause the Partnership to directly borrow payment of money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition performance of any assets of the Partnership contract or the operation obligation by any person, firm, or corporation on behalf of the Partnership’s business;
(dxiii) to cause sue and be suex, pursue and participate in arbitration proceedings, complain and defend and settle and compromise claims or causes of action in the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for name and on behalf of the Partnership;
(fxiv) to make expenditures such classifications and determinations as are required to operate the General Partner deems advisable, having due regard for any relevant generally accepted accounting principles and manage the Partnership oil and the Partnership’s assetsgas industry practices;
(gxv) purchase insurance, or extend the General Partner's or its Affiliates' insurance, at the Partnership's expense, to deposit protect the funds Partnership Property and the business of the Partnership against loss, and, subject to the limitations stated in Section 4.10, to protect the Partnership’s name General Partner against liability to third parties arising out of Partnership activities, such insurance to be in any bank or trust company such limits, to be subject to such deductibles, and to entrust to cover such bank or trust company any of risks as the securities, monies, documents and papers belonging to or relating to the Partnership; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the PartnershipGeneral Partner deems appropriate;
(hxvi) to possesspay all ad valorem taxes levied or assessed against the Partnership Properties, monitor, manage, all taxes upon or otherwise deal inmeasured by the production of Hydrocarbons therefrom, and all other taxes (other than income taxes) directly related to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned operations conducted by the Partnership;
(ixvii) subject to make appropriate elections and other decisions the restrictions contained elsewhere herein, enter into agreements on behalf of the Partnership with respect to tax and accounting mattersAffiliates of the General Partner;
(jxviii) to bring sell or otherwise dispose of for value all or substantially all of the properties and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation assets of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as to the General Partner, or any of its Affiliates or Affiliated Programs, or any other Person and receive for the Partnership consideration consisting of cash, securities, other property, or any other form of consideration, or any combination thereof, at such prices and in its discretionsuch forms of consideration as it deems in the best interests of the Unit Holders; provided, however, that no such sale shall determine;
(l) be consummated without the prior Consent of the Unit Holders pursuant to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of Section 4.5D of this Agreement; and
(m) to do any other act which is necessary or desirable to carry out any . In the event of the purposes dissolution of the Partnership followed by any such sale of the Partnership.'s assets, the General Partner shall, subject to the provisions of Section 9.2 of this Agreement, be appointed the liquidating agent for the Partnership;
Appears in 2 contracts
Samples: Limited Partnership Agreement (Geodyne Institutional Pension Energy Inc LTD Partnership P-7), Limited Partnership Agreement (Geodyne Institutional Pension Energy Inc LTD Partnership P-7)
Authority of the General Partner. Except as The General Partner shall have the sole and exclusive right to manage the business of the Partnership and, except to the extent otherwise provided in herein and subject to the approval of the Limited Partner to the extent required by this Agreement, the General Partner (i) shall have the power on behalf all of the rights and powers which may be possessed by general partners under the Limited Partnership Act including, without limitation, the right and power to:
(a) acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to carry out any and all the accomplishment of the purposes of the Partnership Partnership;
(b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and perform lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;
(c) execute any and all acts agreements, contracts, documents, certificates, and enter into and perform all contracts and other undertakings that it may in its sole discretion deem instruments necessary or advisable or incidental theretoconvenient in connection with the management, maintenance, and (ii) shall haveoperation of the Partnership Property, and shall have full authority or in its discretion to exercise, on behalf of and in connection with managing the name affairs of the Partnership, all rights including executing amendments to this Agreement and powers the Certificate in accordance with the terms of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, pursuant to any power of attorney granted by the Limited Partners to the General Partner;
(d) execute any and all agreement, contracts, documents, certificates and instruments obligating the Partnership to guarantee the repayment of all present and future indebtedness of the General Partner may do or cause to be donethird parties, by acting directly or through any duly appointed officers of the Partnershipincluding, but not limited to, any act which is necessary funds borrowed by the General Partner for the lines of credit, construction loans, general commercial purposes or desirable otherwise;
(e) borrow money and issue evidence of indebtedness necessary, convenient, or incidental to carry out any the accomplishment of the purposes of the Partnership, includingand secure the same by mortgage, without limitation, any of the following:
(a) to enter into, make, deliver and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
(b) to and performpledge, or cause to be performed, all of the Partnership’s obligations under other lien on any agreement or contract to which the Partnership is a party;
(c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s business;
(d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the PartnershipProperty;
(f) 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 make expenditures as are required to operate and manage convey or encumber any or all of the Partnership and the Partnership’s assetsProperty;
(g) to deposit prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the funds Partnership Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Partnership; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the PartnershipProperty;
(h) to possess, monitor, manage, or otherwise deal in, care for and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine;
(l) to distribute funds to the Partners by way of cash cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement; and, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
(mi) contract on behalf of the Partnership for employment and services of employees and/or independent contractors, such as lawyers, accountants, and investment advisors, and delegate to do such Persons the duty to manage or supervise any other act which is of the assets or operations of the Partnership;
(j) 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 desirable to carry out any 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;
(k) take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and
(l) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Apex Therapeutic Care, Inc.), Limited Partnership Agreement (Curative Health Services Inc)
Authority of the General Partner. Except as otherwise provided in this Agreement, the General Partner (i) shall have the power on behalf of the Partnership to carry out any and all of the purposes of the Partnership and perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers of the Partnership, any act which is necessary or desirable to carry out any of the purposes of the Partnership, including, without limitation, any of the following:
(a) to enter into, make, deliver and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
(b) to and perform, or cause to be performed, all of the Partnership’s obligations under any agreement or contract to which the Partnership is a party;
(c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s business;
(d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the Partnership;
(f) to make expenditures as are required to operate and manage the Partnership and the Partnership’s assets;
(g) to deposit the funds of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Partnership; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership;
(h) to possess, monitor, manage, or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine;
(lI) to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; and
(m) to do any other act which is necessary or desirable to carry out any of the purposes of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Safeway Stores 42, Inc.)
Authority of the General Partner. The business and affairs of the Partnership shall be managed by its General Partner; provided, however, the General Partner and the Limited Partners shall at all times comply with the Franchise Agreement. Except to the extent delegated by the General Partner to any officer of the Partnership pursuant to Section 14.10 hereof, the General Partner shall have the exclusive authority as otherwise provided to the management and control of the business of the Partnership. In addition to the powers now or hereafter granted a General Partner of a limited partnership under the Act or granted the General Partner under any other provisions of this Agreement, but subject to any express limitations set forth in this Agreement, the General Partner (i) shall have full power and authority to do all things that it considers necessary, proper, or desirable to conduct the business of the Partnership, including (without limitation) the power and authority (without the vote or consent of any Partner): (a) to negotiate and execute on behalf of the Partnership to carry out any contracts under such terms and all of obligations as it, in its sole and absolute discretion, considers in the purposes best interest of the Partnership and perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary necessary, appropriate, or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in desirable for the name conduct of the activities of the Partnership or the implementation of its powers or the Partnership, all rights and powers of a general partner of a limited partnership 's objectives under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers of the Partnership, any act which is necessary or desirable to carry out any of the purposes of the Partnership, including, without limitation, any of the following:
(a) to enter into, make, deliver and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
; (b) to and perform, or cause to be performed, perform all obligations of the Partnership’s obligations under any agreement or contract Partnership and to which enforce all rights of the Partnership is a party;
under the terms and conditions of all contracts and agreements entered into by the Partnership; (c) to arrange financing for employ and compensate and dismiss from employment any and all employees, agents, independent contractors, brokers, attorneys, and accountants; (d) to obtain property and/or services from the General Partner and/or its Affiliates; (e) to lease or license all or any portion of the assets of the Partnership for any Partnership purpose and to cause acquire, dispose, sell, transfer, exchange, mortgage, pledge, encumber, or hypothecate any or all of the assets of the Partnership; (f) to use or loan any of the assets of the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness cash on hand) for accrued expenses any purpose or ordinary trade payableson any terms it sees fit; (g) to borrow money on behalf of the Partnership or cause the Partnership to borrow money (including, without limitation, causing the Partnership to borrow money from the General Partner or any Affiliate of the General Partner); (h) to assume debt obligations related in connection any way to the assets of the Partnership; (i) to repay, in whole or in part, refinance, modify, consolidate, or extend any debt obligations of the Partnership; (j) to acquire and maintain insurance covering any or all assets of the Partnership and its activities; (k) to control any matters affecting the rights and obligations of the Partnership (including the conduct of litigation and other incurring of legal expense, and to settle claims and litigation); (l) to distribute Partnership assets to the Partners; (m) to form any further limited liability companies, limited or general partnerships, joint ventures, trusts, corporations, or other relationships it deems desirable in furtherance of the Partnership's objectives; (n) to do all acts and things necessary or desirable to accomplish the objectives of the Partnership; (o) to apply for and obtain any governmental approvals or certificates with respect to the acquisition of any assets operations of the Partnership or the operation ownership or use of the Partnership’s business;
its properties or assets (d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, alcoholic beverage permits from applicable state and to authorize any such Person to act for and on behalf of the Partnership;
local authorities); (fp) to make expenditures as are required admit additional Partners or assignees or transferees of Partners to operate and manage the Partnership pursuant to Section 5.2 or Section 16.4 hereof; (q) to submit a Partnership claim or liability to arbitration; (r) to take any action on the part of the Partnership and the Partnership’s assets;
(g) Partners necessary to deposit merge the funds Partnership with and into, or transfer substantially all the assets of the Partnership in the Partnership’s name in any bank to, or trust company and to entrust to such bank or trust company any transfer all of the securitiesShares held by Partners to, moniesanother entity pursuant to Sections 16.11, documents and papers belonging to 16.12 or relating to the Partnership16.13 hereof; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership;
(hs) to possess, monitor, manage, or otherwise deal in, issue additional Shares from time to time for such consideration and to exercise all rights, powers, privileges on such terms and other incidents of ownership or possession with respect to assets or property held or owned conditions as are approved by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine;
; and (lt) to distribute funds execute, acknowledge, deliver, file, and record any and all instruments or documents affecting any and all of the foregoing. Each Partner agrees that the consent by the General Partner to such admission of Partners from time to time or to the submission of a Partnership claim or liability to arbitration shall constitute the consent of such Partner to such admission or submission. Any and all acts heretofore taken by the General Partner that are permitted under this Section 14.1 are hereby ratified and confirmed by the Partners by way of cash or otherwise, all in accordance with as the provisions of this Agreement; and
(m) to do any other act which is necessary or desirable to carry out any of the purposes acts and deeds of the Partnership.
Appears in 1 contract
Authority of the General Partner. (a) Except as otherwise provided in this AgreementArticle III, the General Partner (i) shall have is hereby authorized to do the power following, for and in the name and on behalf of the Partnership Partnership, as may be necessary, convenient or incidental to carry out any and all the implementation of the Annual Plan or to the accomplishment of the purposes of the Partnership and perform all acts and enter into and perform all contracts and other undertakings (provided, that it may in its sole discretion deem necessary or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf if any of and the following constitutes a Major Decision that is not specifically set forth in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this AgreementAnnual Plan, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers shall first obtain the consent of the PartnershipExecutive Committee pursuant to Section 3.4 hereof):
(i) enter into a good faith non-binding letter of intent concerning the acquisition of a Proposed Qualified Asset.
(ii) acquire by purchase, exchange or otherwise, any act which is necessary or desirable to carry out any of Proposed Qualified Asset consistent with the purposes of the Partnership, includingbut only in accordance with Sections 3.4 and 3.6 hereof;
(iii) operate, without limitation, any manage and maintain each of the following:Qualified Assets;
(aiv) take such action as is necessary to form, create or set up any SP Subsidiary that has been approved in accordance with Section 3.6 hereof;
(v) dissolve, terminate or wind-up any SP Subsidiary, provided that any Qualified Asset held by such SP Subsidiary has been disposed of in accordance with Article XI hereof or transferred to the Partnership or any other SP Subsidiary;
(vi) enter into, makeamend, deliver and perform all contracts, agreements, instruments and other undertakings extend or renew any lease of any Qualified Asset or any part thereof or interest therein approved as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out part of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determinationAnnual Plan;
(bvii) initiate legal proceedings or arbitration with respect to and perform, any lease of any Qualified Asset or cause to be performed, all part thereof or interest therein; provided that the initiation of the Partnership’s obligations under any agreement such legal proceedings or contract to which the Partnership is a party;
arbitration shall have arisen (c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payablesx) in connection with any matter of an emergency nature, (y) for the acquisition collection of any assets rent or (z) involving an uninsured claim of the Partnership or the operation of the Partnership’s businessless than $100,000;
(dviii) to cause dispose of any or all of the Partnership to be a venturerQualified Assets by sale, partnerlease, stockholderexchange or otherwise, holder and grant an option for the sale, lease, exchange or otherwise of a beneficial interest any or other participant or owner all the Qualified Assets, but only in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterpriseaccordance with Section 3.7 hereof;
(eix) to employ or consult such Persons as it shall deem necessaryand dismiss from employment any and all employees, appropriate or advisable for the operation and management of the Partnershipagents, including, without limitation, brokers, accountants, engineersindependent contractors, attorneys or specialists in any field of endeavor whatsoeverand, and subject to authorize any such Person to act Section 3.4 hereof, independent accountants for and on behalf of the Partnership;
(fx) pay all Permitted Expenses (and maintain in reserve the amount of any credits pursuant to make expenditures as are required to operate and manage the Partnership and the Partnership’s assetsSection 3.10 hereof);
(gxi) to deposit execute and deliver any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the funds management, maintenance and ownership of the Partnership Qualified Assets and in connection with any other matters with respect to which the Partnership’s name in any bank or trust company and General Partner has authority to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating act pursuant to the Partnership; Annual Plan or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnershipas set forth in this Section 3.3;
(hxii) to possess, monitor, manage, draw down funds as needed under any approved lines of credit or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnershipfinancing previously approved under Section 3.4 hereof;
(ixiii) to make appropriate elections finance or refinance a portion of the purchase price of any Qualified Asset and incur (and refinance) indebtedness secured by any Qualified Asset, or any portion thereof or any interest or estate therein and incur any other decisions with respect to tax and accounting matterssecured or unsecured borrowings or other indebtedness;
(jxiv) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise implement those Major Decisions that are specifically set forth in the interest of Annual Plan or that have been approved by the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine;
(l) Executive Committee pursuant to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this AgreementSection 3.4 below; and
(mxv) subject to do any other act which is conditions expressly provided in this Agreement, engage in any kind of activity and perform and carry out contracts of any kind necessary or desirable incidental to carry out any or in connection with the accomplishment of the purposes of the PartnershipPartnership as may be lawfully carried out or performed by a limited partnership under the laws of each state in which the Partnership is then formed or registered or qualified to do business.
(b) Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.8(a) hereof, LMLP GP or LMLP is hereby authorized to obtain a loan on behalf of the Partnership or an SP Subsidiary the proceeds of which are to be used to redeem any allocated portion of the Preferred Equity and satisfy any first mortgage financing secured by the Preferred Equity Asset related to the allocated portion of the Preferred Equity being redeemed, so long as the annual total debt service payments required to be paid on such loan is equal to or less than the payments that the Partnership is otherwise required to make on the Preferred Equity being redeemed and the related first mortgage financing being satisfied.
Appears in 1 contract
Samples: Limited Partnership Agreement (Lexington Master Limited Partnership)
Authority of the General Partner. Except (a) Subject to Sections 5.03 and 5.04, but otherwise without in any way limiting the power and authority conferred on the General Partner by Section 5.01(a), the General Partner, for and in the name and on behalf of the Partnership, is hereby authorized, without limitation:
(i) to acquire, hold, refund, reissue, remarket, securitize, transfer, foreclose upon, sell or otherwise deal with the Mortgage Investments, Tax Exempt Investments, and Other Investments (provided that, the acquisition by the Partnership of any Tax Exempt Investment or Other Investment may not cause the aggregate book value of all Tax Exempt Investments plus Other Investments then held by the Partnership to exceed 25% of the total assets of the Partnership) and to negotiate, enter into, and deliver any and all agreements, documents and instruments of any nature whatsoever with respect thereto on such terms, and subject to such conditions, as it determines in its sole discretion;
(ii) to acquire by purchase, lease, exchange or otherwise any real or personal property to be used in connection with the business of the Partnership, including any Property acquired through foreclosure of a mortgage securing a Mortgage Investment; provided, however, that, no property may be acquired from the General Partner or its Affiliates except for goods and services provided subject to the restrictions of Section 5.03;
(iii) to issue additional BUCs and Partnership Securities, and to borrow money and issue evidences of indebtedness and to secure the same by a pledge, lien, mortgage or other encumbrance on any assets of the Partnership and to apply the proceeds of such transactions to the acquisition of Mortgage Investments, Tax Exempt Investments, or Other Investments, or such other proper Partnership purpose as the General Partner shall determine in its sole discretion;
(iv) to issue or cause the Partnership to issue BUCs, or options to purchase or rights, warrants, or appreciation rights relating to BUCs, in connection with or pursuant to any employee benefit plan, employee program, or employee practice maintained or sponsored by the General Partner, the Partnership, or any of their Affiliates, in each case for the benefit of employees of the General Partner, the Partnership, or any Affiliate of either of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership;
(v) to employ agents, accountants, attorneys, consultants and other Persons that are necessary or appropriate to carry out the business and operations of the Partnership and to pay fees, expenses and other compensation to such Persons; provided that, if such Persons are Affiliates of the General Partner, the terms of such employment shall be subject to the restrictions of Section 5.03;
(vi) to pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership;
(vii) except as otherwise expressly provided herein, to determine the appropriate accounting method or methods to be used by the Partnership;
(viii) except as prohibited by this Agreement, to cause the Partnership to make or revoke any of the elections referred to in the Code or any similar provisions enacted in lieu thereof, including, but not limited to, those elections provided for in Code Sections 108, 709 and 1017;
(ix) to amend the Certificate and this Agreement as provided in Section 12.03;
(x) to deal with, or otherwise engage in business with, or provide services to and receive compensation therefor from, any Person who has provided or may in the future provide any services to, lend money to, sell property to or purchase property from the General Partner or any of its Affiliates;
(xi) to obtain loans from the General Partner or its Affiliates, provided that the requirements of Section 5.03(d)(iii) are met;
(xii) to establish and maintain the Reserve in such amounts as it deems appropriate from time to time and to increase, reduce or eliminate the Reserve as it deems appropriate from time to time;
(xiii) to invest all funds not immediately needed in the operation of the business, including but not limited to (A) Capital Contributions, (B) the Reserves, or (C) Net Interest Income and Net Residual Proceeds prior to their distribution to the Partners and BUC Holders or their reinvestment in Mortgage Investments, Tax Exempt Investments, and Other Investments;
(xiv) to acquire BUCs for the account of the Partnership in the secondary trading market, provided that the BUCs are listed on the New York Stock Exchange or another national securities exchange and to cause such BUCs to be cancelled;
(xv) subject to Sections 5.04(c) and 5.04(i), to dispose, sell, exchange, or transfer (including by way of a spin-off, split-off, or split-up transaction), in a single transaction or series of transactions, all or any portion of the assets of the Partnership at such prices, amounts, or other consideration, and whether for cash, securities, or other property, and upon such other terms as the General Partner, in its sole discretion, deems necessary and proper;
(xvi) to lend money for Partnership purposes to Persons, other than the General Partner and Affiliates of the General Partner, whether or not the interest on any such loan is exempt from federal income taxation, upon such terms and conditions as the General Partner shall determine; provided that, any such loan made pursuant to this paragraph shall be fully secured by a mortgage on real estate; and
(xvii) to engage in any kind of activity and to enter into, perform and carry out contracts of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership.
(b) With respect to all of its obligations, powers and responsibilities under this Agreement, the General Partner (i) shall have the power on behalf of the Partnership is authorized to carry out any execute and all of the purposes of the Partnership and perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental theretodeliver, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers of the Partnership, any act which is necessary or desirable to carry out any of the purposes of the Partnership, including, without limitation, any of the following:
(a) to enter into, make, deliver and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
(b) to and perform, or cause to be performed, all of the Partnership’s obligations under any agreement or contract to which the Partnership is a party;
(c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s business;
(d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the Partnership, such notes and other evidences of indebtedness, contracts, trust instruments, agreements, assignments, deeds, loan agreements, mortgages, deeds of trust, leases and such other documents as it deems proper, all on such terms and conditions as it deems proper.
(c) No Person dealing with the General Partner shall be required to determine the General Partner’s authority to enter into any contract, agreement, or undertaking on behalf of the Partnership or to determine any facts or circumstances bearing upon the existence of such authority. Any Person dealing with the Partnership or the General Partner may rely upon a certificate signed by the General Partner as to:
(i) the identity of the General Partner or any BUC Holder or Limited Partner;
(fii) the existence or nonexistence of any fact or facts which constitute a condition precedent to make expenditures as acts by the General Partner or are required to operate and manage the Partnership and the Partnership’s assets;
(g) to deposit the funds of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating other manner germane to the Partnership; or to deposit with and entrust to any brokerage firm that is a member affairs of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership;
(hiii) the Persons who are authorized to possess, monitor, manageexecute and deliver any instrument or document by or on behalf of the Partnership; or
(iv) any act or failure to act by the Partnership or as to any other matter whatsoever involving the Partnership or any Partner.
(d) Each additional Partnership Security authorized to be issued pursuant to Section 5.02(a)(iii) may be issued in one or more classes, or otherwise deal inone or more series of any such classes, and to exercise all with such designations, preferences, rights, powers, privileges and other incidents duties (which may be senior to existing classes and series of ownership or possession with respect to assets or property held or owned Partnership Securities, including BUCs), as shall be fixed by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, including (i) the right to share in its discretion, shall determine;
Partnership profits and losses or items thereof; (lii) the right to distribute funds to share in Partnership distributions; (iii) the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; and
(m) to do any other act which is necessary or desirable to carry out any of the purposes rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates, and assigned or transferred; and (vii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences, and privileges of such Partnership Security.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Greystone Housing Impact Investors LP)
Authority of the General Partner. (a) The General Partner shall have all the rights and powers herein conferred upon the General Partner and all rights and powers of general partners as provided in the Act and as otherwise provided by law, except to the extent such powers may be expressly limited by this Agreement. Notwithstanding anything to the contrary set forth herein, the General Partner shall have the right and power to cause the Partnership to perform all of its obligations and to take all action required by the Transaction Documents. Any action taken by the General Partner on behalf of the Partnership shall constitute the act of and serve to bind the Partnership.
(b) Except as otherwise expressly provided in this Agreement, including, without limitation, the restrictions set forth in Section 12.6 below, the General Partner (i) shall have is hereby granted the right, power and authority to do on behalf of the Partnership Partnership, and in its name, to the extent the General Partner determines it to be appropriate, all things which, in its good faith judgment, are necessary, proper or desirable to carry out any its duties and all responsibilities in managing the business of the purposes of Partnership, including, but not limited to, the Partnership right, power and perform all acts authority from time to time to do the following:
(i) to make borrowings under the Transaction Documents, and, as contemplated and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary permitted thereby as security for the Partnership's obligation thereunder, to mortgage, pledge or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in otherwise encumber the name assets of the Partnership, all rights on such terms and powers conditions as the General Partner in its discretion deems appropriate;
(ii) to cause to be paid all amounts due and payable by the Partnership to any Person and to collect all amounts due to the Partnership;
(iii) to employ such agents, employees, managers, accountants, attorneys, consultants and other Persons, including itself and its Affiliates (including, without limitation, EI Services pursuant to the Operations Management Agreement and EI Fuels pursuant to the Fuel Management Agreement), as it deems necessary or appropriate to carry out the business and affairs of a general partner the Partnership, whether or not any such Persons so employed are Affiliates of a limited partnership under any Partner, and to pay the Act. Subject fees, expenses, salaries, wages and other compensation to Section 3.2 or as otherwise expressly such Persons provided for in the agreement under which they are employed;
(iv) to pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership;
(v) subject only to such limitations, if any, as are specifically set forth in this Agreement, to pay any and all fees and to make any and all expenditures which it, in its good faith judgment, deems necessary or appropriate in connection with the General organization of the Partnership, the management of the affairs of the Partnership, and the carrying out of its obligations and responsibilities under this Agreement, and to enforce all rights of the Partnership;
(vi) to admit an assignee of a Limited Partner's Interest to be a Limited Partner may do in the Partnership, pursuant to and subject to the terms of Section 14.2;
(vii) to prosecute, protect and defend or cause to be doneprosecuted, protected and defended all patents, patent rights, tradenames, trademarks and servicemarks, and all applications with respect thereto, which may be held by acting directly the Partnership and to take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any trade secret, know-how, secret processes or through any duly appointed officers other proprietary information and to prosecute and defend all rights of the PartnershipPartnership in connection therewith;
(viii) to enter into, execute, acknowledge, deliver and perform any act which is and all contracts, agreements or other instruments necessary or desirable appropriate to carry out any of on the purposes business of the Partnership, including, without limitation, the Transaction Documents (and all such contracts, agreements and instruments as have been executed are hereby ratified and approved) subject to the restrictions set forth in Section 12.6(c);
(ix) to file any and all tax returns that may be required by applicable law, to cause to be paid any and all taxes, charges and assessments that may be levied or assessed against or imposed upon the Partnership or any of the following:assets of the Partnership.
(ax) subject to enter into, Section 8.4 to make, deliver and perform all contractsfrom time to time, agreementssuch tax elections, instruments and other undertakings as the General Partner may determine deem necessary or desirable and to file any and all tax returns that may be necessaryrequired by applicable law;
(xi) to enter into agreements and engage in the transactions described in Section 10.1 with itself, advisableas provided in such Section, appropriate and to execute and deliver the Operations Management Agreement and the Fuel Management Agreement;
(xii) to establish and maintain one or incidental to more accounts for the carrying out of the objects Partnership in such banks, and purposes set forth above or contemplated hereby, the taking of with such action by brokers and other financial institutions as the General Partner may from time to be conclusive evidence of such determinationtime designate;
(bxiii) to and perform, or cause make Distributions periodically to be performed, all the Partners in accordance with the provisions of the Partnership’s obligations under any agreement or contract to which the Partnership is a partythis Agreement;
(cxiv) to arrange financing for sell, transfer, assign, convey, lease or otherwise dispose of or deal with all or any part of the Partnership Property or any interest or estate therein, subject to the restrictions set forth in Section 12.6(b);
(xv) to execute and to cause deliver (either singly or jointly) on behalf of the Partnership any documents required to directly borrow money be executed and delivered by the Partnership pursuant to the closing of the financing relating to the construction and development of the Facility, including, but not limited to the Transaction Documents and all documents and certificates required or otherwise directly assume, incur, guarantee necessary or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) convenient to be executed in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s businesstransactions contemplated thereby;
(d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the Partnership;
(f) to make expenditures as are required to operate and manage the Partnership and the Partnership’s assets;
(g) to deposit the funds of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Partnership; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership;
(h) to possess, monitor, manage, or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(kxvi) to acquire and enter into any contract of insurance which the General Partner in its good faith judgment deems to be necessary or desirable and proper for the protection or of the Partnership, for the conservation of Partnership Property or for any purpose beneficial to the Partnership;
(xvii) to make any alterations, improvements and repairs which are necessary to maintain the Partnership and its assets or otherwise Property in good operating condition;
(xviii) to invest, subject to any restrictions contained in the interest Project Loan Agreement, any Partnership funds not immediately needed in the conduct of the Partnership (including directors and officers insurance or the equivalent thereof) Partnership's business in such investments as the General Partner, in its discretion, shall determine;
(l) to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this AgreementPartner deems appropriate; and
(mxix) to do engage in any other act which is necessary or desirable kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with or convenient or incidental to, the accomplishment of the purposes of the Partnership, so long as such activities and contracts may be lawfully carried on or performed by a partnership under the laws of the State of Delaware.
(c) With respect to all of its obligations, powers and responsibilities under this Agreement, the General Partner is authorized to execute and deliver, for and on behalf of the Partnership, such notes and other evidences of indebtedness, contracts, agreements, assignments, deeds, leases, loan agreements, mortgages and other security instruments and agreements as it deems proper, all on such terms and conditions as it deems proper, but subject to the limitations on the powers of the General Partner contained below in Section 12.6(b) and (c).
Appears in 1 contract
Samples: Limited Partnership Agreement (General Public Utilities Corp /Pa/)
Authority of the General Partner. Except as otherwise provided (a) The business and affairs of the Partnership shall be carried on and managed by the General Partner, who shall have full and complete discretion with respect thereto, subject solely to the express limitations contained in this AgreementSection 6.01.
(b) The General Partner shall devote to the Partnership business such time as it shall determine to be required for the management of the business and affairs of the Partnership. The General Partner shall have all necessary and appropriate powers to carry out the business purposes of the Partnership set forth in Section 1.03.
(c) The General Partner may, from time to time, cause the Partnership to enter into transactions with the General Partner, the Principals, or their respective Affiliates, immediate family members, family trusts or estate planning vehicles, so long as such transactions are on terms no less favorable than those of similarly-situated vertically-integrated owner/operators providing such services through an Affiliate, including, but not limited to, providing leasing, management, construction and development services, and further provided that transactions for the purchase by the Partnership of assets from, the sale of Partnership assets to, or the investment by the Partnership in assets in which any of the foregoing parties owns at least a ten percent (10%) beneficial interest, or which any of the foregoing parties Controls, shall be permitted only to the extent they are permitted by the VAF III Partnership Agreements or approved by the limited partners of the VAF III Partnerships or the advisory committee of the VAF III Partnerships. Notwithstanding the foregoing, neither the General Partner nor any Affiliate thereof is entitled to any acquisition, financing or disposition fee from the Partnership or any entity in which the Partnership owns an interest.
(d) Subject to the approvals expressly required by this Agreement and the Act, the General Partner (i) shall have the power authority, acting alone, to make any decision, sign any document, and otherwise take any action on behalf of the Partnership; and any Person dealing with the Partnership to carry out any and all may rely on the authority of the purposes General Partner to take such action unilaterally without further inquiry into the provisions of this Agreement.
(e) Without limiting the generality of Section 6.01(a), but subject to the approvals expressly required by this Agreement and the Act, the General Partner shall conduct the business and affairs of the Partnership and perform shall be empowered to make all acts decisions and enter into and perform take all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental actions with respect thereto, and (ii) shall havewithout the consent of any Partner, and shall have full authority in its discretion including, without limitation, to exercise, on behalf take or cause to be taken any of the following at the expense and in the name of the PartnershipPartnership or any Partnership Affiliate, all rights as the case may be:
(i) to expend the capital and powers revenues of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for Partnership in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers furtherance of the Partnership's business, any act which is necessary or desirable to carry out any including in connection with the acquisition, ownership, financing, leasing, developing and disposition of the purposes Investment, and to make all decisions, give all consents, execute all documents, and exercise all rights of the PartnershipPartnership or any Partnership Affiliate, includingas the case may be, without limitation, any of the following:in connection therewith;
(aii) to negotiate, enter into, make, deliver perform, supervise the performance of, amend or modify, make all decisions, give all consents and perform exercise all rights of the Partnership under contracts, agreements, instruments agreements and other undertakings to which the Partnership or any Partnership Affiliate, as the case may be, is a party, and to do such other acts, as it deems necessary or advisable for the operation, maintenance, management and the conduct of the business of the Partnership or any Partnership Affiliate, as the case may be;
(iii) to incur indebtedness, whether secured or unsecured, whether senior or subordinated, including debt which provides for the payment of contingent interest or participation in cash flow and capital proceeds, and to make, issue, accept, endorse and execute promissory notes, mortgages, deeds of trust, assignments, pledge and security agreements (including pledges of Capital Commitments to the Partnership), drafts, bills of exchange and other instruments evidencing or securing any Partnership or Partnership Affiliate indebtedness (collectively referred to as “Security Instruments”) on behalf of the Partnership or any Partnership Affiliate, as the case may be, all without limit as to amount, and to secure the repayment of any such indebtedness by mortgage, pledge, or assignment of, or security interest in, all or any part of the Investments and other assets then owned or thereafter acquired by the Partnership, any Partnership Affiliate.
(iv) to refinance, recast, increase, decrease, extend the term of, or otherwise modify on behalf of the Partnership or any Partnership Affiliate, as the case may be (collectively referred to as “Modifications”) any other Partnership or Partnership Affiliate indebtedness and, in connection therewith, to execute any Modifications of any Security Instruments, and/or any other documents pertaining to entering into or modifying any Partnership or Partnership Affiliate indebtedness;
(v) to lease, manage, develop and otherwise deal with the Investment on such terms as the General Partner shall determine;
(vi) to sell, exchange or otherwise dispose of the Investment to any Persons on such terms and conditions (including purchase money financing) as the General Partner shall determine;
(vii) to prepay, in whole or in part, at any time, any Partnership or Partnership Affiliate indebtedness, and to arrange for the release of the Investment should it have been pledged as collateral for any Partnership or Partnership Affiliate indebtedness;
(viii) to procure and maintain with responsible companies title insurance, liability insurance, casualty, fire and extended coverage insurance in respect of the Investment, the Partnership, and Partnership Affiliates, and such other insurance as may be available in such amounts and covering such risks as are deemed appropriate by the General Partner;
(ix) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; and to credit facilities, including, but not limited to, a credit line to provide the Partnership with working capital;
(x) to employ such accountants and attorneys and similar professional consultants, necessary or appropriate to carry out the business and affairs of the Partnership and/or Partnership Affiliates, and to pay the fees, expenses, salaries, wages and other compensation of such Persons;
(xi) to pay, extend, renew, modify, adjust, waive, settle, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including claims for taxes, either in favor of or against the Partnership and/or any Partnership Affiliate;
(xii) to be necessaryinvest funds of the Partnership and/or Partnership Affiliates which are temporarily not needed for Partnership or such Partnership Affiliate purposes in accordance with Section 8.06 hereof;
(xiii) to cause the Partnership and/or Partnership Affiliates to comply with all applicable legal requirements and to discharge all of the Partnership’s and/or Partnership Affiliate’s duties, advisableresponsibilities and obligations under the agreements to which it is from time to time a party;
(xiv) subject to Section 6.06(a), to pay any and all fees and to make any and all expenditures necessary or appropriate or incidental to in connection with (a) the organization of the Partnership and any Partnership Affiliate, (b) the offering and sale of Partnership Interests, (c) the management of the affairs of the Partnership and Partnership Affiliates and (d) the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
(b) to and perform, or cause to be performed, all of the Partnership’s obligations and responsibilities under any agreement or contract to which the Partnership is a party;
(c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s business;
(d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the Partnership;
(f) to make expenditures as are required to operate and manage the Partnership and the Partnership’s assets;
(g) to deposit the funds of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Partnership; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership;
(h) to possess, monitor, manage, or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine;
(l) to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement; and
(mxv) to do any other act which is necessary or desirable to carry out any of the purposes enter into agreements and contracts with third parties in furtherance of the Partnership’s business, including, but not limited to, the sale, leasing, financing or any other transfer of all or a portion of an investment.
(f) The General Partner or any Affiliate will not do any act in contravention of this Agreement or any applicable law or regulation.
Appears in 1 contract
Samples: Limited Partnership Agreement (NorthStar/RXR New York Metro Real Estate, Inc.)
Authority of the General Partner. The General Partner shall have the sole and exclusive right to manage the business of the Partnership and shall have all of the rights and powers which may be possessed by general partners under the Act including, without limitation, the right and power to perform any act permitted or required to be performed by the Partnership in connection with the accomplishment of Partnership purposes. Except as otherwise provided in this Agreement, the General Partner (i) shall have the power following powers and duties and shall be permitted, on behalf of the Partnership Partnership, to carry out any act in all matters affecting the day-to-day management and all supervision of the purposes Partnership's affairs, including:
(a) execute and deliver any loan documents relating to the business of the Partnership and perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem such additional agreements as are deemed necessary or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, by the General Partner may do or cause in connection with the Partnership's consummation of any loan to be donethe Partnership;
(b) enter into arrangements with brokers to assist in the leasing of space to tenants, by acting directly or through any duly appointed officers if such arrangements, in the judgment of the PartnershipGeneral Partner, are prudent, and pay any act which is necessary leasing or desirable brokerage commission incident thereto as a Partnership expense;
(c) purchase and maintain fire and extended coverage, liability, workmen's compensation, rental loss and other insurance with respect to carry out any of property owned or leased by the purposes of the PartnershipPartnership or any subsidiary thereof;
(d) enter into arrangements from time to time with qualified property managers, including, without limitation, any Affiliate of the following:
(a) to enter into, make, deliver and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
(b) to and perform, or cause to be performed, all of the Partnership’s obligations under any agreement or contract to which the Partnership is a party;
(c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition management of any assets of real property owned or leased by the Partnership or any subsidiary thereof, and improvements thereon, if such arrangements, in the operation judgment of the Partnership’s business;
(d) to cause the General Partner, are prudent, and pay any reasonable and customary management fee incident thereto as a Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterpriseexpense;
(e) to employ exercise any power, authority or consult such Persons as it shall deem necessary, appropriate duty delegated or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the Partnership;
(f) to make expenditures as are required to operate and manage the Partnership and the Partnership’s assets;
(g) to deposit the funds of the Partnership in the Partnership’s name in any bank or trust company and to entrust to such bank or trust company any of the securities, monies, documents and papers belonging to or relating appointed to the Partnership; or to deposit with and entrust to any brokerage firm that is a member of any national securities exchange any of said funds, securities, monies, documents and papers belonging to or relating to the Partnership;
(h) to possess, monitor, manage, or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to assets or property held or owned by the Partnership;
(i) to make appropriate elections and other decisions with respect to tax and accounting matters;
(j) to bring and defend actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(k) to acquire and enter into any contract of insurance necessary or desirable for the protection or conservation of the Partnership and its assets or otherwise in the interest of the Partnership (including directors and officers insurance or the equivalent thereof) as the General Partner, in its discretion, shall determine;
(l) to distribute funds to the Partners by way of cash or otherwise, all in accordance with the provisions of Partner under this Agreement; and
(mf) to do any take all other act which is actions determined necessary or desirable to carry out any of advisable by the purposes General Partner for the accomplishment of the Partnership's purposes. Notwithstanding the foregoing, the General Partner may not directly or indirectly sell, assign or otherwise transfer, or refinance the Partnership's interest in the Bank Property without the prior consent of a Majority-In-Interest of the Limited Partners other than the OP, provided that this consent shall cease to be required in the event the OP makes the offers described in Section 3.7(b) hereof.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Financial Realty Trust)
