Duties and Obligations of the General Partner. (a) The General Partner shall use his best efforts to take all actions that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership and for the acquisition, holding and operation of Partnership Property, in accordance with the provisions of this Agreement and applicable laws and regulations.
(b) The General Partner shall at all times act with integrity and good faith and exercise diligence in all activities relating to the conduct of the Partnership business and in resolving conflicts of interest.
(c) The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) all Federal, state and local tax returns required to be filed by the Partnership. The General Partner shall, to the extent that Partnership funds are available, cause the Partnership to pay any taxes payable by the Partnership.
(d) 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 if required by such law in any state in which the Partnership then owns property or transacts business.
(e) The General Partner shall have the sole and exclusive right to manage and operate the business of the Partnership with full and exclusive authority to act for and on behalf of and as agent of the Partnership and to take any and all reasonable actions deemed by the General Partner to be necessary or advisable in connection therewith. The General Partner shall operate the business of the Partnership in a commercially reasonable manner and shall do so at such time and in such manner as the General Partner, in its sole discretion, shall reasonably deem fit and further, shall endeavor and take all reasonable actions to operate the Partnership so as to provide income and capital growth for the Partners.
Duties and Obligations of the General Partner. The General Partner shall:
(i) use its best efforts to take all actions that may be necessary or appropriate for the continuation of the Limited Partnership's valid existence as a limited partnership or partnership in commendam under the laws of the State and the laws of any other jurisdiction in which the Limited Partnership is doing business, and for the acquisition and holding, in accordance with the provisions of this Agreement and applicable laws and regulations, of the interest of the Limited Partnership in the Production Partnership;
(ii) devote to the Limited Partnership the time that it shall deem to be necessary to conduct the Limited Partnership's business and affairs in the best interests of the Limited Partnership;
(iii) be under a fiduciary duty and obligation to conduct the affairs of the Limited Partnership in the best interests of the Limited Partnership, including the safekeeping and use of all Limited 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 Limited Partnership;
(iv) at all times act with integrity and good faith and exercise due diligence in all activities relating to the conduct of the business of the Limited Partnership and in resolving conflicts of interest;
(v) use its best efforts at all times to maintain its aggregate net worth at a level that is sufficient to meet all present and future requirements set by statute, Treasury Regulations, the Internal Revenue Service or the courts to ensure that the Limited Partnership will not fail to be classified for Federal income tax purposes as a partnership, rather than as an association taxable as a corporation, on account of the net worth of the General Partner;
(vi) 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 Limited Partnership;
(vii) cause the Limited Partnership to pay any taxes payable by the Limited Partnership;
(viii) use its best efforts to cause the Limited 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 Limited Partnership then owns property or transacts business, if such formation, reformation, qualification or registration is necessary or advisable in its counsel's opinion to protect the limited liability of the Depositary an...
Duties and Obligations of the General Partner. A. The General Partner shall take all action that may be necessary or appropriate (i) for the continuation of the Partnership's existence as a limited partnership under the Act (and under the laws of each other jurisdiction in which such existence is necessary to protect the limited liability of the Investors and the Limited Partners or to enable the Partnership to conduct the business in which it is engaged), and (ii) for the acquisition, maintenance, preservation and operation of the Properties in accordance with the Prospectus, the provisions of this Agreement and applicable laws and regulations. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the General Partner nor any of its Affiliates shall be expected to devote its full time to the performance of such duties. The General Partner or its Affiliates may act as general or managing partners for other partnerships engaged in businesses similar to that conducted by the Partnership. Nothing herein shall limit the General Partner or its Affiliates from engaging in any such business activities, or any other activities which may be competitive with the Partnership.
B. The General Partner shall at all times conduct its affairs, the affairs of all its Affiliates and the affairs of the Partnership in such a manner that no Limited Partner or Investor (except a Limited Partner or Investor who is also a General Partner) will have any personal liability for Partnership debts except as otherwise set forth herein and in the Prospectus.
C. 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. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership to the extent same are not payable by any other party.
D. The General Partner shall obtain and keep in force, or cause to be obtained and kept in force during the term hereof, fire and extended coverage, workmen's compensation, and public liability insurance in favor of the Partnership with such insurers and in such amounts as the General Partner deems advisable, but in amounts not less (and with deductible amounts not greater) than those customarily maintained with respect to parking lots or garages comparable to the Properties.
E. The General Partner shall be under a fiduciary duty to cond...
Duties and Obligations of the General Partner. (a) The General Partner shall devote to the affairs of the Partnership such time as it deems necessary for the proper performance of its duties under this Agreement, but neither the General Partner, its general partner nor any officer or manager of its general partners shall be expected to devote full time to the performance of such duties.
(b) The General Partner shall take such action as may be necessary or appropriate for the classification of the Partnership as a partnership for federal income tax purposes and for the continuation of the Partnership’s valid existence under the laws of the State of Delaware and in order to qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or in which such qualification is necessary or appropriate to protect the limited liability of the Limited Partners and BUC Holders or in order to continue in effect such 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 the proper office or offices in each other jurisdiction in which the Partnership is qualified, such certificates, including limited partnership and fictitious name certificates, and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction.
(c) 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. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership.
(d) The General Partner shall have responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the General Partner’s possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the
Duties and Obligations of the General Partner. A. The General Partner shall take all action which may be necessary or appropriate for the acquisition, development, maintenance, preservation, and operation of the properties and assets of the Partnership in accordance with the provisions of this Agreement and applicable laws and regulations (it being understood and agreed, however, that the General Partner shall be permitted to cause the partnership to contract with other Persons for the direct performance of day-to-day management or operational services for the Inns and other properties of the Partnership (and to pay fees therefor in such amounts as the General Partner determines to be fair and equitable) and that the General Partner shall have no obligation to perform such services itself, the General Partner's obligation with respect thereto being limited to using its best efforts to cause the Partnership to locate and employ a manager or operator to perform such services). The General Partner shall have fiduciary responsibility for the safekeeping and use of the funds and assets of the Partnership, whether or not in the possession and control of the General Partner, and the General Partner shall not employ or permit any other Person to employ such funds or assets except in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, the General Partner shall have no liability for any loss sustained by the Partnership as a result of the bankruptcy, receivership, insolvency, or other economic failure of any bank, savings and loan institution, other depositary of funds or entity to or with which funds of the Partnership have been deposited or invested pursuant to Section 9.03, so long as the General Partner would not have liability under Section 5.06 in the selection of such depositary or the maintenance of Partnership funds thereat.
B. The General Partner shall not (i) directly or through a subsidiary engage in any business other than that of acting as general partner of the Partnership, (ii) pay dividends or make other distributions or payments on its stock or incur any obligations if, as a result, its net worth would be reduced below the requirement of Section 5.03D, (iii) merge or consolidate with another entity except Marriott or a wholly owned direct or indirect subsidiary of Marriott, (iv) voluntarily dissolve, or (v) borrow any funds or become liable for any obligations of third parties except to the extent that any such borrowings or liabilities are directly related to m...
Duties and Obligations of the General Partner. The General Partner shall manage and control the Partnership, its business and affairs. During the continuance of the Partnership, the General Partner shall diligently and faithfully devote such time to the management of the business of the Partnership as it deems reasonably necessary.
Duties and Obligations of the General Partner. The General Partner’s duty of care in the discharge of its duties to the Partnership is limited to refraining from engaging in grossly negligent or reckless conduct, willful misconduct or an intentional and material violation of law. Without limiting the foregoing, the General Partner shall have no fiduciary obligation to the Partnership or any other Partner. In discharging its duties hereunder, the General Partner shall be fully protected in relying in good faith upon the books and records of the Partnership and upon such information, opinions, reports or statements by any of the Partnership’s agents, or by any other Person, as the General Partner reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions to the Partners might properly be paid.
Duties and Obligations of the 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 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 its Business) and (ii) for the achievement of the Partnership's purposes in accordance with the provisions of this Agreement and Applicable Laws.
(b) The General Partner shall be responsible for the safekeeping and use of all of the funds and assets of the Partnership, whether or not in its immediate possession, or control, and shall not employ or permit another to employ such funds or assets in any manner except for the benefit of the Partnership.
(c) The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder.
(d) The General Partner shall conduct the affairs of the Partnership in the best interests of the Partnership and of the Partners, including the safekeeping and use of all Partnership funds and assets for the benefit of the Partnership.
Duties and Obligations of the General Partner. (a) The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of any D&B Partner or any of its Affiliates, including, without limitation, (i) segregating Partnership assets and not allowing funds or other assets of the Partnership to be commingled with the funds or other assets of, held by, or registered in the name of, any D&B Partner or any of its Affiliates, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of any D&B Partner and its Affiliates (although the Partnership may be consolidated with D&B and its Affiliates for financial reporting statement purposes), and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners, (iii) causing the Partnership to pay its liabilities from assets of the Partnership, and (iv) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity.
(b) On the Closing Date, the General Partner shall provide to the Partnership a written statement naming those officers of the General Partner that will be responsible for the management and operations of the Partnership in accordance with this Article V (such individuals, the "Responsible Officers"), until such time as the General Partner has provided to the Partnership another written statement naming other officers as Responsible Officers, and the General Partner hereby covenants and agrees that its Responsible Officers shall maintain the separateness of the Partnership's operations and otherwise comply with all of the terms of this Agreement.
(c) The General Partner shall notify the Partners of the occurrence of any Notice Event described in Section 14.01 or any Liquidating Event described in Section 12.01 or any event which with notice or lapse of time or both would constitute a Notice Event or Liquidating Event (other than the events described in Sections 12.01(a) and 14.01(a)) and the action which the General Partner has taken or proposes to take with respect thereto, promptly, but no later than five (5) Business Days, after any Responsible Officer has actual knowledge of such occurrence.
(d) 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 ...
Duties and Obligations of the General Partner. The General Partner shall:
(a) 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 (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;
(b) devote to the Partnership such time as may be necessary for the proper performance of all duties hereunder in the discretion of the General Partner;
(c) be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Partnership;
(d) use its reasonable efforts to cause the Partnership to be formed, reformed, qualified or registered under assumed or fictitious name statutes or similar laws in any state or country in which the Partnership owns 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 transact business; and
(e) manage and control the affairs of the Partnership and in doing so use its reasonable efforts to carry out the purpose of the Partnership for the benefit of all of the Partners and in exercising its powers, recognize its fiduciary responsibility to the Partnership.
