Duties and Obligations of General Partner. The General Partner shall endeavor to conduct the affairs of the Partnership in the best interests of the Partnership and the mutual best interests of the Partners, including, without limitation, the safekeeping and use of all Partnership funds and assets and the use thereof for the benefit of the Partnership. The General Partner at all times shall act in good faith in all activities relating to the conduct of the business of the Partnership. The General Partner shall devote such time as it deems necessary to conduct the business and affairs of the Partnership in an appropriate manner.
Duties and Obligations of General Partner. 6.4.1 The General Partner shall take any and all actions which may be necessary, appropriate or advisable for the continuation of the Partnership’s existence as a limited partnership under the laws of the State of Delaware (and under the laws of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged) and activities related thereto.
6.4.2 The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but the officers and directors of the General Partner shall not be required to devote their full time to the performance of such duties.
6.4.3 The General Partner shall not participate in or consent to the purchase, sale, exchange or other trading of Interests in a manner that may fairly result in the classification of the Partnership as a “publicly traded partnership” within the meaning of Code Section 7704(b).
6.4.4 The General Partner shall take such action as may be necessary or appropriate in order to form or qualify the Partnership under the laws of any jurisdiction in which the Partnership does business or in which such formation or qualification is necessary in order to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. The General Partner shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in each other jurisdiction in which the Partnership is formed or qualified, such certificates (including, without limitation, limited partnership and fictitious name certificates) and other documents as are required by the statutes, rules or regulations of such jurisdictions.
Duties and Obligations of General Partner. 5.5.1 As more fully set forth in Section 5.1 hereof, the General Partner shall take all actions which may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Nevada and to enable the Partnership to conduct the business in which it is engaged.
5.5.2 The General Partner shall devote such time to the Partnership as may be sufficient for the proper performance of its duties hereunder.
Duties and Obligations of General Partner. 5.5.1. The General Partner shall take such actions as may be necessary or appropriate to form, qualify and continue the Partnership as a limited partnership under the laws of the State of California and in order to form or qualify the Partnership under the laws of any other jurisdiction in which the Partnership is doing business or in which such formation or qualification is necessary to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. In this connection the General Partner shall cause a Certificate of Limited Partnership to be filed on behalf of the Partnership in the office of the California Secretary of State, and shall cause an amendment to the Certificate to be filed in such office, and in each other public office in which the Certificate was previously filed, within 30 days after the happening of any of the following events:
(i) A change in the name of the Partnership;
(ii) A change in the address of the Partnership office;
(iii) A change in the name or address of the Partnership's agent for service of process;
(iv) The withdrawal of a General Partner;
(v) The admission of a General Partner; or
(vi) The discovery by a General Partner of any false or erroneous material statement contained in the Certificate.
5.5.2. The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any Federal, state or local tax returns required to be filed by the Partnership.
5.5.3. The General Partner shall use its best efforts to assure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940 and shall use its best efforts to obtain from the Securities and Exchange Commission an order exempting the Partnership from the provisions of the Investment Company Act of 1940. The General Partner is expressly authorized to prepare, execute and file with the Securities and Exchange Commission an application pursuant to Section 6(c) of the Investment Company Act of 1940 for an exemption from all the provisions of such Act, together with such other documents, and to do such other acts and things, as may be necessary or convenient in seeking such an exemption. In the event that delay is encountered in obtaining such order, the General Partner is authorized to rely upon an opinion of counsel to the effect that the Partnership is exempt from the provisions of the Investment Company Ac...
Duties and Obligations of General Partner. A. The General Partner shall take all action that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Texas (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged) and for the acquisition, management, maintenance and operation of the Partnership Theatre Property in accordance with the provisions of this Agreement and applicable laws and regulations.
B. The General Partner shall devote to the Partnership such time as the General Partner shall deem to be necessary to conduct the Partnership business and affairs in a appropriate manner.
C. The General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all Partnership funds and assets (whether or not in the immediate possession or control of the General Partner) and the use thereof for the benefit of the Partnership.
D. The General Partner shall use its best efforts to prepare or cause to be prepared and to file on or before the due date (or any extension thereof) any Federal, State or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership (it being understood that the expenses of preparation and filing of such tax returns, and the amounts of such taxes, are expenses of the Partnership and not of the General Partner); provided, however, that the General Partner shall not be required to cause the Partnership to pay any tax so long as the General Partner or the Partnership is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Partnership.
E. The General Partner shall use its best efforts to cause the Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statute or similar law in any state in which the Partnership then owns Theatre Property or transacts business, if such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Limited Partners or to permit the Partnership lawfully to own property or transac...
Duties and Obligations of General Partner. 6.5.1 The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Florida and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged and (ii) for the accomplishment of the Partnership’s purposes, including the development, maintenance, preservation, and operation of the Property in accordance with the provisions of this Agreement and applicable laws and regulations.
6.5.2 The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties hereunder, but the General Partner shall not be required to devote full time to the performance of such duties.
Duties and Obligations of General Partner. (a) The General Partner shall cause to be provided, or cause the Partnership to carry, such insurance as is customary in the businesses in which the Partnership is engaged and in the place in which it is so engaged.
(b) The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Delaware (and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged) and (ii) for the accomplishment of the Partnership's purposes, including the acquisition and preservation of the Partnership's property in accordance with the provisions of this Agreement and applicable laws and regulations.
(c) Except as otherwise provided in the Act, the General Partner shall have the liabilities of a partner in a partnership without limited partners to persons other than the Partnership and the Limited Partners. Except as otherwise provided in this Agreement or the Act, the General Partner shall have the liabilities of a partner in a partnership without limited partners to the Partnership and the Limited Partners.
Duties and Obligations of General Partner. A. General Partner shall its best efforts to carry out the purposes, business and objectives of the Partnership referred to in Section 2.3, provided, however, that except as otherwise required by this Agreement, "best efforts" shall not obligate General Partner to expend its own funds. General Partner shall devote to Partnership business such time and effort as shall be reasonably required for the Partnership's welfare and success, including, without limitation, such of General Partner's time as may be necessary to (i) supervise the activities of the Manager, (ii) make inspections of the Project to determine if the Project is being properly maintained and that necessary repairs are being made thereto (and to take, or to cause the Manager to take, such steps as are necessary to effectuate such repairs), (iii) prepare or cause to be prepared all reports of operations which are to be furnished to the Partners or which are required by the Lender, and all taxing bodies or any other appropriate Governmental Authorities, (iv) subject to any additional requirements imposed by the Project Documents, cause the Project to be insured against fire and other risks covered by such insurance and cause the Manager to obtain and keep in force during the term of the Partnership business or rental interruption and worker's compensation (if applicable), in the manner specified in Section 6.01A of the Management Agreement, the Loan Documents, the Gap Loan Documents and the TIF Loan Documents, (v) cause the Partnership to obtain and maintain, either directly or pursuant to the Management Agreement, public liability insurance and casualty insurance for the benefit of the Partnership and the Partners in amounts specified in Section 6.01.A.4 of the Management Agreement, the Loan Documents, the Gap Loan Documents and the TIF Loan Documents, (vi) enforce all contracts entered into for the benefit of the Partnership, and (vii) do all other things which may be necessary to manage the affairs and business of the Partnership. In addition, General Partner shall promptly provide Special Limited Partner or Special Limited Partner's representatives with copies of such insurance policies upon request from time to time. General Partner shall review regularly all of the Partnership and Project insurance coverage to insure that such coverage is adequate and that such coverage complies with the provisions of the Management Agreement and/or this Section. Further, in the event of any casualty, to t...
Duties and Obligations of General Partner. (a) The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership’s valid existence as a limited partnership under the laws of the State of Texas (and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged) and (ii) for the accomplishment of the Partnership’s purposes, including the acquisition, development, maintenance, preservation, and operation of the Partnership’s property and business in accordance with the provisions of this Agreement and applicable laws and regulations.
(b) The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties hereunder, but the General Partner shall not be required to devote himself full time to the performance of such duties.
(c) The General Partner shall be under a duty to conduct the affairs of the Partnership in the best interests of the Partnership and of the Limited Partners, including the safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Partnership, in accordance with the standards applicable to partners in general partnerships as set forth in section 4.04 of the Texas Revised Partnership Act.
Duties and Obligations of General Partner. The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Texas and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged and (ii) for the accomplishment of the Partnership's purposes, including the acquisition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Agreement and applicable laws and regulations.
