Common use of Business; Scope of Partners' Authority Clause in Contracts

Business; Scope of Partners' Authority. (a) The Partnership is organized primarily for the purpose of BRI merging with the Partnership (or a Subsidiary thereof) and, subsequent to such merger, acquiring, owning, financing, refinancing, managing, maintaining, operating, improving, developing, marketing and selling multifamily properties. The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership, including, without limitation, full power and authority to enter into, perform and carry out contracts of any kind, borrow money, guarantee and issue evidences of indebtedness whether or not secured by any mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and develop any real property (or any interest therein), and sell, transfer and dispose of any such real property. (b) Except as otherwise expressly and specifically provided in this Agreement, no Partner shall have any authority to bind or act for, or assume any obligations or responsibility on behalf of, any other Partner. Neither the Partnership nor any Partner shall, by virtue of executing this Agreement, be responsible or liable for any indebtedness or obligation of any other Partner incurred or arising on, before or after the execution of this Agreement, except, as to the Partnership, as to those joint responsibilities, liabilities, indebtedness, or obligations expressly assumed by the Partnership as of the date of this Agreement or incurred thereafter pursuant to and as limited by the terms of this Agreement.