Control by General Partners Sample Clauses

Control by General Partners. The General Partners through the operation of the Management Committee shall conduct, direct and exercise full control over all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partners which powers shall be exercised solely through the operation of the Management Committee, and no Limited Partner shall have any management power over the business and affairs of the Partnership. The General Partners through the operation of the Management Committee shall have full power and authority to do or cause the Partnership to do all things deemed necessary or desirable by them, in their sole discretion, in connection with or to conduct the business of the Partnership, including, without limitation, (A) the establishing of reserves, the making of any expenditures, the lending of money, the borrowing of money, the guaranteeing or assumption of indebtedness and other liabilities, the issuance of indebtedness and other liabilities, the issuance of evidences of indebtedness, and the securing of the same by mortgage, deed of trust, or other lien or encumbrance, and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, (B) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership and the merger of the Partnership with or into another entity, (C) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the Partnership, the lending of funds to other Persons and the repayment of obligations of the Partnership, (D) the negotiation and execution on any terms deemed desirable in its sole discretion and the performance of any contracts, conveyances or other instruments that it considers useful or necessary to the conduct of the Partnership’s operations or the implementation of its powers under this Agreement, (E) the distribution of Partnership cash, (F) the selection and dismissal of employees and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring, (G) the maintenance of insurance and the adoption of fringe benefit plans for the benefit of the Partnership, ...