Common use of Duties and Obligations of the General Partner Clause in Contracts

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 and the Unit Holders or to permit the Limited Partnership lawfully to own property or transact business; (ix) from time to time, prepare and file all amendments to this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in the office or offices that are required under the laws of the State or any other state in which the Limited Partnership is then formed or qualified: (x) do all other acts and things (including making publications or periodic filings of this Agreement or amendments hereto or other similar documents without the necessity of mailing or delivering copies of them to each Unit Holder) that may now or hereafter be deemed by the General Partner to be necessary, (a) for the perfection and continued maintenance of the Limited Partnership as a limited partnership under the laws of the State, (b) to protect the limited liability of the Depositary and the Unit Holders under the laws of the State and other jurisdictions in which the Limited Partnership is doing business, and (c) to cause this Agreement, certificates or other documents to reflect accurately the agreement of the Partners and the Unit Holders, the identity of the Depositary as the Limited Partner and the amount of its Capital Contribution made by the Depositary on behalf of the Unit Holders; (xi) monitor the activities of the Production Partnership and keep the Unit Holders informed of them in the manner provided in this Agreement; (xii) from time to time submit to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator; and (xiii) inform each Unit Holder of all administrative and judicial proceedings for an adjustment at the Limited Partnership or Production Partnership level for partnership tax items and forward to each Unit Holder within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative adjustment, and to perform all other duties imposed by Sections 6221 through 6232 of the Code on Geodyne Properties as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Limited Partnership tax items; and (c) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.

Duties and Obligations of the General Partner. (a) The General Partner shall:and the Principals shall devote to the Partnership and to Persons in which the Partnership acquires or holds Investments such business time as shall be necessary to conduct the Partnership business and affairs in accordance with the terms of this Agreement. (ib) use Prior to the end of the Investment Period, the General Partner shall, and shall cause its best efforts Affiliates (including the Principals and the Fund Manager) to make available to the Partnership for consideration all and any investment opportunities that the General Partner determines in good faith meet the investment criteria of the Partnership and the Partnership shall have the first right to participate in such opportunities. (c) The General Partner shall take all actions that action which may be necessary or appropriate for the continuation of the Limited Partnership's valid existence and authority to do business as a limited partnership or partnership in commendam under the laws Israeli law and of the State and the laws of any each other jurisdiction in which the Limited Partnership such authority to do business is doing business, and for the acquisition and holdingnecessary or, 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 judgment of the General Partner) and , advisable to protect the use thereof for the benefit limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged. The General Partner shall not intentionally violate any law applicable to the Partnership;. (ivd) 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 The General Partner; (vi) 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 Limited Partnership; (vii) . The General Partner shall cause the Limited Partnership to pay any taxes payable by the Limited Partnership; Partnership (viii) use its best efforts 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, that the General Partner shall not be required to cause the Limited Partnership to be formed, reformed, qualified to do business, or registered under pay 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 and the Unit Holders or to permit the Limited Partnership lawfully to own property or transact business; (ix) from time to time, prepare and file all amendments to this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in the office or offices that are required under the laws of the State or any other state in which the Limited Partnership is then formed or qualified: (x) do all other acts and things (including making publications or periodic filings of this Agreement or amendments hereto or other similar documents without the necessity of mailing or delivering copies of them to each Unit Holder) that may now or hereafter be deemed by 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 hereby represents and warrants that, to be necessary, its best knowledge, having inquired of the Principals, (a) for there are no actions, proceedings or investigations pending before any court or governmental authority against the perfection and continued maintenance General Partner or any Principal that claim or allege (i) violation of the Limited Partnership as a limited partnership under the laws any securities law, rule or regulation, or (ii) breach of the State, (b) to protect the limited liability of the Depositary and the Unit Holders under the laws of the State and other jurisdictions in which the Limited Partnership is doing business, and (c) to cause this Agreement, certificates or other documents to reflect accurately the agreement of the Partners and the Unit Holders, the identity of the Depositary as the Limited Partner and the amount of its Capital Contribution made by the Depositary on behalf of the Unit Holders; (xi) monitor the activities of the Production Partnership and keep the Unit Holders informed of them in the manner provided in this Agreement; (xii) from time to time submit to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator; and (xiii) inform each Unit Holder of all administrative and judicial proceedings for an adjustment at the Limited Partnership or Production Partnership level for partnership tax items and forward to each Unit Holder within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative adjustment, and to perform all other duties imposed by Sections 6221 through 6232 of the Code on Geodyne Properties as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to Limited Partnership tax itemsfiduciary duties; (b) during the power five years prior to extend the statute date hereof, none of limitations for all Partners with respect to Limited Partnership tax itemsthe Principals has been found liable for, nor settled, any such violation in any such action, proceeding or investigation; and (c) the power to file a petition with Principals were never convicted of an appropriate federal court for review of a final partnership administrative adjustmentoffense punishable by imprisonment.

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 NPI 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 and the Unit Holders or to permit the Limited Partnership lawfully to own property or transact business; (ix) from time to time, prepare and file all amendments to this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in the office or offices that are required under the laws of the State or any other state in which the Limited Partnership is then formed or qualified: (x) do all other acts and things (including making publications or periodic filings of this Agreement or amendments hereto or other similar documents without the necessity of mailing or delivering copies of them to each Unit Holder) that may now or hereafter be deemed by the General Partner to be necessary, (a) for the perfection and continued maintenance of the Limited Partnership as a limited partnership under the laws of the State, (b) to protect the limited liability of the Depositary and the Unit Holders under the laws of the State and other jurisdictions in which the Limited Partnership is doing business, and (c) to cause this Agreement, certificates or other documents to reflect accurately the agreement of the Partners and the Unit Holders, the identity of the Depositary as the Limited Partner and the amount of its Capital Contribution made by the Depositary on behalf of the Unit Holders; (xi) monitor the activities of the Production NPI Partnership and keep the Unit Holders informed of them in the manner provided in this Agreement; (xii) from time to time submit to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator; and (xiii) inform each Unit Holder of all administrative and judicial proceedings for an adjustment at the Limited Partnership or Production NPI Partnership level for partnership tax items and forward to each Unit Holder within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative adjustment, and to perform all other duties imposed by Sections 6221 through 6232 of the Code on Geodyne Properties as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Limited Partnership tax items; and (c) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.

Duties and Obligations of the General Partner. A. The General Partner shall: (i) use its best efforts to shall take all actions that action which may be necessary or appropriate (i) for the continuation of the Limited Partnership's valid existence as a limited partnership or partnership in commendam under the laws of the State of Delaware (and the laws of any each other jurisdiction in which such existence is necessary to the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is doing business, engaged) and (ii) for the acquisition acquisition, development, maintenance, preservation and holding, operation of the Properties as contemplated by the Prospectus in accordance with the provisions of this Agreement and applicable laws and regulationsregulations (it being understood and agreed, however, that the performance of day-to-day development and property management services for specific Properties is not the obligation of the interest General Partner of the Limited Partnership in the Production Partnership;). (ii) B. The General Partner shall devote to the Limited Partnership the such time that it shall deem to as may be necessary to conduct for the Limited Partnership's business and affairs in proper performance of its duties hereunder, but neither the best interests of officers nor 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 directors of the General Partner) and Partner shall be expected to devote their full time to the use thereof for the benefit performance of the Limited Partnership;such duties. (iv) C. The General Partner shall 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 sufficient level that is sufficient to meet all present requirements of the Code, under currently applicable rulings, regulations and future requirements set by statute, Treasury Regulations, policies of the Internal Revenue Service and as hereafter interpreted by the Internal Revenue Service, any agency of the Federal government or the courts courts, to ensure assure that the Limited Partnership will not fail to be classified for Federal income tax purposes as a partnership, rather than partnership and not as an association taxable as a corporation, on account and shall, irrespective of such requirements, maintain its net worth at an amount at least equal to the lesser of 10% of the net worth aggregate capital contributions to the Partnership or $25,000,000. The General Partner shall use its best efforts to cause JMB Holdings Corporation to comply in all respects with the terms of its obligation which shall be comparable to the General Partner;'s obligation and which shall be set forth in a written commitment of JMB Holdings Corporation to be received by the Partnership prior to the issuance of Additional Limited Partnership Interests under Section 3.3A. D. 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 is doing 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 the proper office or offices in each other jurisdiction in which the Partnership is formed or qualified, such certificates (viincluding limited partnership and assumed name certificates) and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction or are required to reflect the identity of the Partners and the amounts of the Capital Investments with respect to the Interests. E. 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 information or tax returns required to be filed by the Limited Partnership; (vii) . The General Partner shall cause the Limited Partnership to pay any taxes payable by the Partnership unless the General Partner determines in its sole discretion to contest the payment of such taxes. F. The General Partner shall obtain and keep 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 shall deem advisable, but in amounts not less (and with deductible amounts not greater) than those customarily maintained with respect to properties comparable to the Properties. G. The General Partner shall be under a fiduciary 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 Partnership funds and assets for the exclusive benefit of the Partnership;, whether or not in its immediate possession or control. (viii) H. In the case of any vote, Consent or other action by the Limited Partners pursuant to the terms of this Agreement which shall become binding upon the General Partner, the General Partner, in acting on behalf of the Partnership in the Partnership's capacity as a partner in any partnership or joint venture which may hold title to any Property, shall, to the extent permitted by the partnership agreement relating to such partnership or joint venture, take corresponding or identical action or cause an Affiliate of the General Partner in its capacity as a general partner of such partnership or joint venture to take such action pursuant to the terms of the partnership agreement relating to such partnership or joint venture and, in general, shall not act on behalf of the Partnership in such capacity in a manner inconsistent with any such vote, Consent or other action pursuant to this Agreement. I. 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. (i) The General Partner shall elect to pursue one of the following courses of action: (a) to cause the Limited Partnership Interests of the Holders to be formed, reformed, qualified listed and quoted on a United States national exchange or to do businessbe reported by the National Association of Securities Dealers Automated Quotation System (which may be done at any time on or prior to the date ten years from the Offering Termination Date); (b) to purchase, or registered under any applicable assumed to cause JMB or fictitious name statute or similar law in any state in which its Affiliates to purchase, on 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 date ten years from the limited liability Offering Termination Date all of the Depositary Interests of the Holders at their then appraised fair market value in accordance with the procedure set forth in subparagraph (ii) below; or (c) to commence a liquidation phase on the date ten years from the Offering Termination Date which liquidation shall be completed within fifteen years after the Offering Termination Date; provided, however, that if the General Partner elects to pursue the course of action set forth in clause (a) above, the General Partner shall have the authority to cause the Interests of the Holders to be delisted or otherwise not so listed and quoted if the Unit Holders General Partner determines that such listing or quoting may result in adverse tax consequences to the Partnership or any Holder. (ii) In the event that the General Partner elects to purchase, or to permit the Limited Partnership lawfully cause JMB or its Affiliates to own property or transact business; (ix) from time to time, prepare and file purchase all amendments to this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in the office or offices that are required under the laws of the State or any other state in which Interests of the Limited Partnership is then formed or qualified: (x) do all other acts Holders on the date ten years from the Offering Termination Date, an independent appraiser shall be selected by ML Real Estate Associates II and things (including making publications or periodic filings of this Agreement or amendments hereto or other similar documents without the necessity of mailing or delivering copies of them to each Unit Holder) that may now or hereafter be deemed proposed by the General Partner for approval by the Limited Partners. Such appraiser shall be deemed approved by the Limited Partners unless objected to in writing by the Holders of a majority or the then outstanding Limited Partnership Interests within 45 days after Notification thereof is sent by the General Partner. The appraisal shall be requested by the General Partner sufficiently in advance to be necessary,received by the date ten years from the Offering Termination Date. The appraisal shall value the interests as limited partnership interests in the Partnership with all of the rights and obligations pertinent thereto. The cost of obtaining the appraisal shall be borne equally by the Partnership and the purchaser of the Interests. The General Partner shall then submit the appraisal of the value of the Interests to an independent nationally-recognized investment banking firm or real estate advisory company, which shall be retained by the General Partner specifically with respect to the determination of such value. The purchase of the Interests shall not be consummated unless the General Partner has obtained from such investment banking firm or real estate advisory company a letter of opinion, addressed to the Partnership, concluding that the appraised fair market value and the terms of the purchase are fair to the Holders of Interests. The General Partner shall have 120 days from receipt of a favorable letter of opinion to purchase, or to cause JMB or its Affiliates to purchase, the Interests from the Holders at their appraised fair market value. (aiii) In the event the General Partner elects to commence a liquidation phase of the Partnership on the date ten years from the Offering Termination Date as provided in subparagraph (i) above, JMB and its Affiliates will be permitted to purchase at appraised fair market value any of the interests held by the Partnership in Properties in which JMB or any of its Affiliates (other than the Partnership) has an interest. The purchase price for the perfection and continued maintenance interest of the Limited Partnership shall be determined by independent appraisal in the same manner as a limited partnership under set forth in subparagraph (ii) above; provided, however, that the laws General Partner may not permit the sale of such interest of the State, (b) Partnership to protect JMB or any Affiliate unless and until the limited liability Partnership has received a letter of opinion from an independent nationally recognized investment banking firm or real estate advisory company, addressed to the Partnership, to the effect that the appraised sales price and the other terms of the Depositary and purchase are fair to the Unit Holders under Partnership. K. In the laws event Arvida uses any goods, services or facilities of the State and other jurisdictions Partnership in connection with any developments or activities in which the Limited Partnership is doing businessdoes not own an interest, and (c) then the General Partner shall require Arvida to cause this Agreement, certificates reimburse the Partnership for its allocable cost of such services or other documents assets to reflect accurately the agreement of extent the Partners and the Unit Holders, the identity of the Depositary as the Limited Partner and the amount of its Capital Contribution made by the Depositary on behalf of the Unit Holders; (xi) monitor the activities of the Production Partnership and keep the Unit Holders informed of them does not own an interest in the manner provided in this Agreement; (xii) from time to time submit to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with such development or submitted to such state securities administrator; and (xiii) inform each Unit Holder of all administrative and judicial proceedings for an adjustment at the Limited Partnership or Production Partnership level for partnership tax items and forward to each Unit Holder within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative adjustment, and to perform all other duties imposed by Sections 6221 through 6232 of the Code on Geodyne Properties as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Limited Partnership tax items; and (c) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustmentactivity.