Duties of the General Partner. (a) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in its capacity as a general partner of the Partnership, whether under this Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, are entitled, to the fullest extent permitted by Law, to make such determination or to take or decline to take such other action free of any duty (including any fiduciary duty) or obligation whatsoever to the Partnership, any Limited Partner, any Record Holder or any other Person bound by this Agreement, and the General Partner, or such Affiliates causing it to do so, shall not, to the fullest extent permitted by law, be required to act pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Act or any other Law.
(b) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be in its sole discretion.
(c) Notwithstanding any standard of care or duty imposed under the Act or any applicable Law, in the performance of its duties and obligations under this Agreement, the General Partner agrees and acknowledges that it will owe to the Limited Partners the same fiduciary duties that would be owed to the shareholders of a limited company formed under the laws of the Republic of Singapore if the General Partner were a member of the board of directors of such company, except where another standard is expressly set forth in this Agreement (e.g., “sole discretion” or “good faith”), in which event such other standard shall apply.
(d) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Part...
Duties of the General Partner. Without limiting applicability of any other provision of this Agreement, (including, without limitation, the other provisions of this Article 13, which shall control notwithstanding anything to the contrary in this Section 13.5), the following provisions shall be applicable to the General Partner:
(a) The General Partner shall have the benefit of the business judgment rule to the same extent as if the General Partner were a director of a California corporation; and
(b) The General Partner shall have the same duties of care and loyalty as the General Partner would have if the General Partner was a director of a California corporation but in no event shall the General Partner be liable for any action or inaction for which exculpation is provided under Section 13.2.
Duties of the General Partner. The sole duty of the General Partner to the Partnership and to the Partners shall be to comply in good faith with the terms of this Agreement in a manner that does not constitute Disabling Conduct. It is the express intention of the Partners that the provisions of this Agreement, to the extent that they restrict or eliminate the duties of the General Partner to the Partnership or to any Partners otherwise existing at law or in equity, replace such other duties and liabilities; provided, that the foregoing shall not restrict the implied covenant of good faith and fair dealing.
Duties of the General Partner. The General Partner shall perform the General Partner’s duties and obligations under this Agreement and under applicable law in order to carry out the Purpose of the Partnership in an orderly and expeditious manner. The General Partner shall have the duty to conduct the affairs of the Partnership as a fiduciary for the exclusive benefit of the Partners, consistent with the terms of this Agreement, and to use all Partnership funds and assets in the best interests of the Partners.
Duties of the General Partner. The General Partner shall manage, or cause to be managed, the affairs of the Partnership in a prudent and businesslike manner and shall devote such part of its time to the Partnership affairs as is reasonably necessary for the conduct of such affairs.
Duties of the General Partner. 4.4.1. The General Partner shall use its best efforts to carry out the purposes, business and objectives of the Partnership; shall devote such time to Partnership business as shall be reasonably required to carry out such purposes, business and objectives; and shall use its best efforts to assure the efficient management and operation of the Partnership.
4.4.2. The General Partner shall supervise the preparation and filing of the tax returns of the Partnership; shall, on behalf of the Partnership, make such tax elections and determinations as appear to be appropriate; and shall advise the Limited Partners of their shares of tax liabilities.
4.4.3. The General Partner shall cause the Partnership at all times to maintain such insurance, in such amounts and against such other risks, as the General Partner deem advisable to protect the Partnership.
4.4.4. The General Partner shall maintain separate Financial accounts so that the funds of the Partnership shall be kept separate and will not be commingled with any other funds.
Duties of the General Partner. (a) The General Partner shall manage and control the affairs of the Partnership to the best of its ability and shall use its best efforts to carry out the business of the Partnership set forth in Article 4.
(b) The General Partner shall act at all times in a fiduciary manner to conduct the affairs of the Partnership in the best interests of the Partnership and of the Limited Partners, including the safekeeping of all Partnership funds and assets and the use thereof for the exclusive benefit of the Partnership.
(c) The General Partner shall serve as the Partnership’s tax matters partner with respect to its federal income tax matters.
(d) The General Partner agrees to cause a Section 754 election to be made at the request of the Limited Partner or a Substitute Limited Partner.
Duties of the General Partner. (a) The General Partner shall use its reasonable efforts to carry out the business of the Partnership. The General Partner shall devote itself to the business of the Partnership to the extent that it reasonably may determine to be necessary. Whenever reasonably requested by the Limited Partners, the General Partner shall render a just and faithful account of all dealings and transactions relating to the business of the Partnership.
(b) It is hereby agreed by all Partners that the General Partner shall be the “tax-matters partner” for the Partnership, as that term is defined in Section 6231(a)(7) of the Code. All costs and expenses incurred by the tax matters partner, including reasonably necessary overhead and administrative costs, in connection with the performance of its duties and privileges as tax matters partner shall be Partnership expenses.
(c) Upon the request of the Limited Partners, but not more frequently than once each calendar year, the General Partner shall prepare a detailed, pro forma line item budget of all costs and expenses anticipated to be required to operate the Partnership for the period of time covered by the budget, and shall submit the proposed budget to the Limited Partners for their comment.
Duties of the General Partner. The General Partner shall do the following:
(a) Diligently and faithfully devote such of its time to the business of the Partnership as may be necessary to properly conduct the affairs of the Partnership and, perform the duties for which it will receive a Management Fee as provided in Section 5.6(b), or otherwise, however, the General Partner shall not be required to devote its full time to such duties;
(b) Use its best efforts to cause the Partnership to comply with such conditions as may be required from time to time to permit the Partnership to be classified for federal income tax purposes as a partnership and not as an association taxable as a corporation;
Duties of the General Partner. The General Partner shall act, and shall cause Regency or any of its Affiliates that perform services on behalf of the Partnership to act, in good faith in the best interests of the Partnership and with the care an ordinarily prudent institutional real estate advisor or service provider, as applicable, in a like position would exercise under similar circumstances, and the General Partner shall not take any action or fail to take any action or cause or permit Regency or any such Affiliate of Regency to take any action or fail to take any action, which action or failure to act would constitute Disabling Conduct.
