Limitation on Agency. Except as expressly provided herein, the Managing Partner shall have exclusive authority to act for the Partnership. No other Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Partner or the Partnership (or to authorize any other Person to do so) except (i) as otherwise expressly provided herein or as expressly approved by written consent of all Partners, (ii) if the Managing Partner is a Defaulting Partner, to the extent necessary to permit the Non-Defaulting Partners to exercise on behalf of the Partnership any remedies available to the Partnership against the Managing Partner, or (iii) if the Managing Partner fails to perform its management duties hereunder (including its duty to give the notices contemplated by Section 3.1(a) hereof), to the extent necessary to permit the Non-Defaulting Partners to continue the business of the Partnership. In addition to the other remedies specified in this Agreement, each Partner agrees to indemnify and hold each other Partner harmless from and against any claim, demand, loss, damage, liability or expense (including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable legal expenses) incurred by or made against such other Partner and arising out of or resulting from any action taken by the indemnifying Partner in violation of this Section 4.5.
Limitation on Agency. It is specifically understood and agreed between the Partners that this Partnership extends only to, and is limited to, the rights and obligations under this Agreement and, except an otherwise expressly provided herein, this Agreement shall not constitute either Partner as the agent of, or principal for, the other Partner.
Limitation on Agency. 43 4.6 Managing Partner's Services and Expenses.............................. 44 4.7 Liability of Partners' Committee and Managing Partner................. 44 4.8 Indemnification....................................................... 45 4.9 Contracts with Related Persons and Partner Associates................. 47 4.10 Approved Agreements................................................... 51 4.11
Limitation on Agency. Except as provided herein, no Member shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Member or on behalf of the Company (or to authorize any other Person to do so). ARTICLE 6
Limitation on Agency. 15 4.6 Approved Agreements..........................................................
Limitation on Agency. No Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Partner or the Partnership (or to authorize any other Person to do so) except as may otherwise be designated in writing by the Management Committee or as expressly approved by further express written agreement between the Partners.
Limitation on Agency. 41 9.5 Approval by Certain Limited Partners . . . . . . . . . . . .42 9.6 Liability of the General Partners and the Members of USC Partners' Committee . . . . . . . . . . . .42 9.7 Indemnification. . . . . . . . . . . . . . . . . . . . . . .44 9.8 Removal of Manager . . . . . . . . . . . . . . . . . . . . .45 9.9
Limitation on Agency. (a) For so long as the Management Agreement shall be in effect and subject to the ultimate authority of the New General Partner to supervise the Manager, the Manager shall have exclusive authority to act for and to assume any obligation or responsibility on behalf of the Partnership except as (i) otherwise expressly provided in this Agreement and (ii) expressly restricted by this Agreement or the Management Agreement, and, without the approval of the USC Partners' Committee, no General Partner or Limited Partner shall have any authority to act for, or to assume any obligation or responsibility on behalf of, another Partner or the Partnership (or to authorize any other Person to do so) except as otherwise expressly provided herein with respect to a particular General Partner or under the terms of the Management Agreement. Notwithstanding the previous sentence, whenever a decision made as to the Partnership or its affairs in accordance with the limitations set forth in this Agreement and the Management Agreement requires for its implementation the execution of documents or other action by a Partner of the Partnership in order to bind the Partnership, the New General Partner shall have the exclusive authority to take action to bind the Partnership in accordance with such decision. Nothing in this Section 9.4 shall limit any consent or other rights granted to any Limited Partner under this Agreement.
(b) Each General Partner agrees for the benefit of the Partnership and the other Partners not to take any action on behalf of the Partnership, except as otherwise expressly provided herein.
(c) Notwithstanding anything in this Agreement to the contrary, GE Capital may lend money to and transact other business with the Partnership and, subject to applicable law, shall have the same rights and obligations with respect thereto (including, without limitation, pursuant to the USC Loan Documents) as a Person who is not a partner of the Partnership. If a Limited Partner is a lender, in exercising its rights as a lender, including in making its decision on whether to foreclose on property of the Partnership, such lender will have no duty to consider (i) its status as a partner of the Partnership, (ii) the interests of the Partnership, or (iii) any duty (including fiduciary duties) it may have to any Partner or the Partnership.
Limitation on Agency. 42 4.6 Managing Partner's Services and Expenses.....
Limitation on Agency. 13 -------------------- 10.2 Term and Termination of Agreement.................... 13 --------------------------------- 10.3 Additional Actions and Documents..................... 13 -------------------------------- 10.4 Severability......................................... 13 ------------ 10.5 Warranties........................................... 13 ---------- 10.6 Limitation of Benefits of this Agreement...
