Delegation of General Partner Authority; Tax Matters Partner. The General Partners hereby delegate all their powers and duties hereunder to the Managing General Partner. For all purposes of this Agreement, including, without limitation, the delivery of certificates and the granting of withholding of all consents and approvals, the Managing General Partner shall have the sole right to act in the name of and on behalf of the General Partners. On and subject to the terms and conditions of this Agreement, the Managing General Partner is hereby fully authorized, without the requirement of any act or signature of the other General Partners, to take any action of any type and to do anything and everything which a general partner of a limited partnership organized under the Uniform Act may be authorized to take or do thereunder, and specifically, without limitation of such authority, to execute, sign, seal and deliver in the name and on behalf of the Partnership: any note, mortgage or other instrument or document in connection with the Mortgage, the Mortgage Note or any Governmental Agreement, and all other agreements, contracts, certificates, instruments or documents required by any Authority and/or any Lender in connection therewith or with the acquisition, development, construction, improvement, operation or leasing of the Apartment Complex or otherwise required by any Authority and/or any Lender under the Project Documents in connection with the Apartment Complex; any deed, lease, mortgage, mortgage note, xxxx of sale, contract or any other instrument purporting to convey or encumber the real or personal property of the Partnership; any rent supplement or leasing or other contract or agreement providing for public or non-public financial assistance, directly or indirectly, to tenants of the Apartment Complex; any and all agreements, contracts, documents, certificates and instruments whatsoever involving the acquisition, development, construction, improvement, management, maintenance, leasing and operation of the Apartment Complex, including the employment of such Persons as may be necessary therefor; and any and all instruments, agreements, contracts, certificates or documents requisite to carrying out the intention and purpose of this Agreement, including, without limitation, the filing of all business certificates, this Agreement and all amendments thereto, and documents required pursuant to the Project Documents or by any Authority and/or any Lender or deemed advisable by the Managing General Partners in connection wi...
Delegation of General Partner Authority; Tax Matters Partner. A. Each General Partner may delegate all or any of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under the supervision of the General Partners, perform any acts or services for the Partnership as the General Partners may approve and in accordance with the terms of this Agreement, provided, however, such delegation shall not relieve the General Partners of any of their obligations hereunder.
