Authority of the Managing General Partner Sample Clauses

Authority of the Managing General Partner. (a) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company (as defined below)) shall oversee the administration of the Partnership, and shall have the power to: (i) communicate with the Partners, including furnishing reports as set forth in Article VII; (ii) maintain the principal books and records of the Partnership; (iii) cause the preparation of all necessary tax returns of the Partnership; (iv) conduct meetings of the Partners; (v) provide administrative, accounting and secretarial services to the Partnership; (vi) bring and defend actions before any governmental, administrative or other regulatory agency, body or commission, for and on behalf of the Partnership; and (vii) do all things and discharge all duties required of, or imposed on, a general partner by law, and do any other things and discharge any other duties required of or imposed on a general partner by law. (b) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company) shall have the power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.05, and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (ii) acquire a long position or a short position with respect to any Security and make purchases or sales increasing, decreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, without any limitation as to the frequency of the fluctuation in such positions or as to the frequency of the changes in the nature of such positions; (iii) purchase Securities and hold them for investment, and initiate tender offers and proxy contests and other shareholder actions with respect to Securities, and take other actions to influence the management of issuers of Securities; (iv) enter into contracts for or in connection with investments in Securities; (v) invest in other pooled investment vehicles for cash management purposes, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle; (vi) possess, transfer, ...

Authority of the Managing General Partner. Except to the extent otherwise provided herein, the Managing General Partner shall have the sole and exclusive right to manage the Partnership Business and shall have all of the rights and powers which may be possessed by general partners under the Act.

Authority of the Managing General Partner. Except as otherwise provided in this Article III, the Managing General Partner is hereby authorized to do the following, for and in the name and on behalf of the Partnership, as may be necessary, convenient or incidental to the implementation of the Annual Plan or to the accomplishment of the purposes of the Partnership (provided, that if any of the following constitutes a Major Decision that is not specifically set forth in the approved Annual Plan, the Managing General Partner shall first obtain the consent of the Other General Partner pursuant to Section 3.4 hereof): (i) acquire by purchase, exchange or otherwise, any Proposed Qualified Property consistent with the purposes of the Partnership, but only in accordance with Section 3.6 hereof; (ii) operate, manage and maintain each of the Qualified Properties; (iii) take such action as is necessary to form, create or set up any SP Subsidiary that has been approved by the General Partners in accordance with Section 3.4 and Section 3.6 hereof; (iv) dissolve, terminate or wind-up any SP Subsidiary, provided that any Qualified Property held by such SP Subsidiary has been disposed of in accordance with Section 3.7 or Section 11.1 hereof or transferred to the Partnership or any other SP Subsidiary; (v) enter into, amend, extend or renew any lease of any Qualified Property or any part thereof or interest therein approved by the General Partners as part of the Annual Plan (but only if and to the extent that such approval is required hereunder) or that satisfies the Leasing Parameters; (vi) initiate legal proceedings or arbitration with respect to any lease of any Qualified Property or part thereof or interest therein; provided that, so long as Federal GP or any Affiliate of Federal is the Managing General Partner, the prior written approval of the Other General Partner must be first obtained unless such legal proceeding or arbitration shall have arisen in connection with (w) any matter of an emergency nature, (x) the collection of rent or other charges provided for in any lease of a Qualified Property or portion thereof or interest therein, (y) the enforcement of any remedies of an SP Subsidiary under any lease of a Qualified Property that is not an Anchor Lease, or (z) an uninsured claim of $100,000 or less; (vii) dispose of any or all of the Qualified Properties by sale, lease, exchange or otherwise, and grant an option for the sale, lease, exchange or otherwise of any or all the Qualified Properties, but only i...

Authority of the Managing General Partner. A. Except to the extent otherwise provided herein, the Managing General Partner for, and in the name and on behalf of, the Partnership is hereby authorized: (i) to acquire by purchase, lease, exchange or otherwise any real or personal property (including the Properties) which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; provided, however, that real property shall not be acquired at a cost to the Partnership (which cost shall include any Acquisition Fees) in excess of its market value as determined by an appraisal prepared by a competent independent appraiser, and further provided that investments by the Partnership in other partnerships or ventures shall be limited to partnerships or ventures which own and operate a particular property in which the Partnership or an Affiliate of any General Partner or both acquires a controlling interest and which do not involve duplicate property management or other fees and provided, in addition, that the Partnership will not devote more than 10% of the gross proceeds of the offering to the purchase of unimproved land or non-income producing property. For purposes of this section "unimproved or non-income producing property" does not include Properties under construction or under contract for development; (ii) to operate, maintain, finance, improve, own, grant options with respect to, sell, convey, assign, mortgage, exchange or lease and to cause to have constructed any real estate and any per- xxxxx 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 or convenient in connection with the management, maintenance and operation of the Properties; (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 Properties or other assets of the Partnership; provided, however, that the aggregate amount of mortgage indebtedness which may be incurred in connection with the acquisition of Properties shall not exceed 80% of the Purchase Price of all Properties determined on a combined basis; and provided, further, that in connection with the borrowing of money recourse for the repayment of which is limited solely to property of the Partnership, no lender shall be granted or a...

Authority of the Managing General Partner. Except to the extent otherwise provided herein, the Managing General Partner shall have the 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 Texas Code 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 the accomplishment of the purposes of the Partnership; b. operate, maintain, improve, own, or grant options with respect to, sell, convey, assign, lease and cause to have constructed any real and personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; c. execute any and all agreements, contracts, documents, certifications, licenses and instruments necessary or convenient in connection with the purposes of the Partnership and the management, maintenance and operation of the Property and employ such Persons, including Affiliates of the Managing General Partner, as are necessary to perform the duties required thereby; d. execute, in furtherance of any or all of the purposes of the Partnership, any xxxx of sale, contract or other instrument purporting to convey any or all of the Property; e. undertake, prepay in whole or in part, recast, increase, modify or extend any liabilities affecting the Partnership as necessary, convenient or incidental to the purposes of the Partnership; provided, however, that in the event the Managing General Partner enters into an agreement to borrow funds to acquire a Property on behalf of the Partnership, such borrowings shall be limited to no more than 50% of the purchase price of such Property; provided further, that if the Managing General Partner enters into an agreement to borrow funds for Partnership operations (other than for acquiring a Property), such borrowing shall be limited to 30% of the total Capital Contributions received by the Partnership as of the Offering Termination Date; and provided further, that the Managing General Partner must receive the affirmative vote of a majority-in-interest of the Partners prior to exercising its rights and powers under this subsection 5.1(e); f. care for and distribute funds to the Partners and Unit Holders by way of cash, income, return of capital or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership and ...

Authority of the Managing General Partner. (a) In addition to any other rights and powers which the Managing General Partner may possess under this Agreement and the California Act, the Managing General Partner shall have all specific rights and powers required or appropriate to its management of JetFleet II business which, by way of illustration but not by way of limitation, may include to cause JetFleet II to do the following,: (i) to acquire, hold, manage, repair, reconfigure, maintain, lease, sell and dispose of Aircraft and interests therein at such purchase prices, lease or rental rates, costs or sale prices and upon such other terms as the Managing General Partner deems, in its discretion, to be in the best interest of JetFleet II; it is provided, however, that JetFleet II shall not (A) pay an Adjusted Purchase Price for any Aircraft which is in excess of the fair market value of the Aircraft at the time of purchase as determined by an appraisal by an Appraiser or (B) pay an Acquisition Fee to the Managing General Partner or any substitute which is in excess of 1.5% of the Adjusted Purchase Price (excluding any amount of the Adjusted Purchase Price borrowed by JetFleet II); it is further provided that the Managing General Partner shall cause JetFleet II to purchase Aircraft out of Gross Offerings Proceeds which meet the criteria referred to in the Prospectus For the Offering under the captions "Business of JetFleet-- Acquisition Policies--Certain Criteria." (ii) to execute, deliver and perform (A) agreements relating to and consistent with the terms of the Offering, including, without limitation, the Sales Agency Agreement, an escrow agreement, an agreement among Selling Group members and other agreements and instruments; and (B) any aircraft acquisition, management, operation or remarketing agreements and all other agreements, contracts, documents, certifications, leases (including Full Payout Leases and Operating Leases), bills of sale and other instruments, and all amendments to any of the foregoing, which may be deemed by the Managing General Partner to be necessary or convenient in connection with the business of JetFleet II; (iii) to protect and preserve the title and interest of JetFleet II with respect to the assets of JetFleet II, to collect all amounts due JetFleet II, to enforce all rights of JetFleet II and, in that connection, to retain counsel and institute such suits or proceedings, in the name and on behalf of JetFleet II, or, if the Managing General Partner shall so determin...

Authority of the Managing General Partner. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the Managing General Partner to take any action or make any decision.

Authority of the Managing General Partner. (a) In addition to any other rights and powers which the Managing General Partner may possess under this Agreement and the California Act, the Managing General Partner shall have all specific rights and powers required or appropriate to its management of the Partnership business which, by way of illustration but not by way of limitation, may include the following: (i) to acquire, hold, manage, repair, reconfigure, maintain, lease, sell and dispose of Aircraft and interests therein at such purchase prices, lease or rental rates, costs or sale prices and upon such other terms as the Managing General Partner deems, in its discretion, to be in the best interest of the Partnership it is provided, however, that the Partnership shall not (A) pay a Purchase Price for any Aircraft which is in excess of the fair market value of the Aircraft at the time of purchase as determined by an appraisal by an Appraiser or (B) pay an Acquisition Fee to S.P.L.C. or any substitute which is in excess of 1.5% of the Purchase Price; it is further provided that the Managing General Partner shall cause the Partnership, to the extent feasible, to purchase out of Gross Offering Proceeds any Specified Aircraft which is then available in preference over any other Aircraft; and it is further provided that (A) the Aircraft (or the Initial Lease thereof) purchased by the Partnership out of Gross Offerings Proceeds must

Authority of the Managing General Partner. Except to the extent otherwise provided herein, the Managing General Partner shall have the right to manage the business of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the TBOC including, without limitation, the right and power to: (a) acquire by purchase, lease or otherwise any real or personal property that may be convenient or incidental to the accomplishment of the purposes of the Partnership; (b) operate, maintain, improve, own, or grant options with respect to, sell, convey, assign, lease and cause to have constructed any real and personal property convenient or incidental to the accomplishment of the purposes of the Partnership; (c) execute any and all agreements, contracts (including Turnkey Contracts with the Managing General Partner or its Affiliates), documents, certifications, licenses and instruments desirable or convenient in the opinion of the Managing General Partner in connection with the purposes of the Partnership and the management, maintenance and operation of the Property and employ such Persons, including Affiliates of the Managing General Partner, as are reasonable to perform the duties required thereby; (d) execute, in furtherance of any or all of the purposes of the Partnership, any xxxx of sale, contract or other instrument purporting to convey any or all of the Property; (e) undertake, prepay in whole or in part, recast, increase, modify or extend any liabilities affecting the Partnership as reasonable, convenient or incidental to the purposes of the Partnership; (f) care for and distribute funds to the Partners and Unit Holders by way of cash, income, return of capital or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership and this Agreement; (g) contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, including Affiliates of the Managing General Partner, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership; (h) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to the Property and General Partner liability) reasonable or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or perfor...

Authority of the Managing General Partner. (a) Day-to-day responsibility for operation and maintenance of Badger Creek shall be provided by Power Operating Company (“POC”) pursuant to an Operation and Maintenance Agreement (the “O&M Agreement”) between POC and Badger Creek. The Managing General Partner did not participate in the selection of, nor is it affiliated with, POC. General administrative support for Badger Creek, including day-to-day responsibility for the administration of the O&M Agreement and administration of Badger Creek, shall be provided by CoGen Admin Services, Inc. (“CASI”), pursuant to an Administrative Services Agreement between CASI and Badger Creek. The Managing General Partner did not participate in the selection of, nor is it affiliated with, CASI. Notwithstanding the authority granted to CASI to act for Badger Creek and bind the Partnership, CASI has no authority to act for or bind the Partnership with respect to actions to be taken pursuant to Section 6.6 or 6.7 or Article X, XIII, XIV, XV, or XVI of the Amended and Restated Agreement of Limited Partnership of Badger Creek Limited, which actions must be consented to by all General Partners. (b) The Managing General Partner shall oversee the operation of the business of the Partnership, and may exercise the authority of the General Partners as to the business of the Partnership, provided that all General Partners must be informed of and provide their consent prior to any such exercise of authority by the Managing General Partner. (c) The Managing General Partner is a position established solely for administrative convenience, and nothing contained in this Section 6.3 shall serve to restrict the powers granted to any General Partner as set forth in Section 6.1 or to grant any additional powers to the Managing General Partner. (d) The Managing General Partner shall devote such time as it deems necessary to the management of the business of the partnership.