Management and Control of the Partnership. (a) The General Partner shall have the full and exclusive right to manage and control the business and affairs of the Partnership and to make all decisions regarding the affairs of the Partnership. In the course of such management, the General Partner may acquire, encumber, hold title to, pledge, sell, release or otherwise dispose of Partnership Property and interests therein when and upon such terms as it determines to be in the best interests of the Partnership. The General Partner shall have all of the rights, powers and obligations of a partner of a partnership without limited partners, except as otherwise provided under the Act.
(b) No Limited Partner who is not also a General Partner shall participate in the management of or have any control over the Partnership's business nor have the power to represent, act for, sign for or bind the General Partner or the Partnership.
(c) In fulfilling its obligations set forth in paragraph (a) above, and to the extent not inconsistent with that paragraph, the General Partner shall have the authority to borrow money in the name of the Partnership, and in connection with any such borrowing, to mortgage, pledge, encumber and hypothecate the assets of the Partnership.
Management and Control of the Partnership. The General Partner shall have full, exclusive and complete discretion to manage and control the businesses and affairs of the Partnership, to make all decisions affecting the businesses and affairs of the Partnership and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Partnership as set forth herein. No Limited Partner or assignee, as such, shall have any authority, right or power to bind the Partnership or to manage or control, or to participate in the management or control of, the businesses and affairs of the Partnership in any manner whatsoever.
Management and Control of the Partnership. Except as otherwise specifically provided elsewhere herein, the management, policies and control of the Partnership shall be vested exclusively in the General Partner. The Partnership shall enter into the Management Agreement with the Management Company, delegating its obligations under the Management Agreement to the Management Company but specifying that such authority shall be exercised in conformity with such agreement and this Agreement. The Management Agreement shall be binding upon the Partnership in accordance with its terms, shall not amend or modify the obligations of the General Partner hereunder nor be inconsistent with the terms of this Agreement and shall not be terminated or amended, nor be assigned to a non-affiliate of the Management Company, and no breaches of any of the provisions of the Management Agreement may be waived, without the approval of the Executive Board. If and to the extent the consent of the Limited Partners is required, whether by operation of law or otherwise, in connection with the assignment of the Management Agreement to a non-affiliate of the Management Company, the Executive Board is authorized and empowered to grant such consent on behalf of the Limited Partners.
Management and Control of the Partnership. (a) Except as otherwise provided for herein, the General Partner, within the authority granted to it under this Agreement, shall have the exclusive right to manage the Business of the Partnership, and hereby is authorized to take any action of any kind and to do anything and everything it deems necessary in accordance with the provisions of this Agreement. The General Partner shall have the exclusive right to manage the day-to-day activities of the Partnership.
(b) No Person who owns an Interest (except one who also is a General Partner, and then only in its capacity as a General Partner within the scope of its authority hereunder) shall participate in or have any control over the Partnership Business or shall have any authority or rights to act for or bind the Partnership. The Limited Partners hereby consent to the exercise by the General Partner of the powers conferred on it by this Agreement.
(c) Any contract or agreement between the Partnership and any Partner or any Affiliate of any Partner shall be on terms no more favorable to such Partner or Affiliate than would have been obtainable in a bona fide arm's-length transaction and shall be in writing, describing the services to be rendered and the compensation to be paid. If reasonably requested by a Partner, the General Partner shall furnish such requesting Partner with information reasonably necessary to determine the arm's-length nature of the terms of any such contract or agreement. Notwithstanding anything herein to the contrary, the Operation and Maintenance Agreement, as in effect on the date hereof, is hereby ratified and approved by the Partners.
Management and Control of the Partnership. A. Subject to the Consent of the Unit Holders as and when required by this Agreement, the General Partner, within the authority granted to it under and in accordance with the provisions of this Agreement, shall have the full and exclusive right to manage and control the business and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall have all of the rights, powers, and obligations of a general partner of a limited partnership under the laws of the State.
B. The Depositary and the Unit Holders, as such, shall not participate in the management of or have any control over the Partnership's business nor shall the Depositary or the Unit Holders, as such, have the power to represent, act for, sign for, or bind the General Partner or the Partnership. The Depositary and each of the Unit Holders hereby consent to the exercise by the General Partner of the powers conferred on it by this Agreement.
Management and Control of the Partnership. Except as otherwise specifically provided herein, the General Partner shall have full power and authority on behalf of the Partnership to manage, control, administer, operate and conduct the Partnership business, and to execute documents on behalf of the Partnership. Any document executed by the General Partner while acting in good faith in the name and on behalf of the Partnership and within the parameters of his authority granted herein shall be deemed to be the action of the Partnership with respect to any third parties. It is the intent of the Partners that the day-to-day operations of the Partnership shall be managed by or under the direction of the President of the Partnership (the "President") and the other officers of the Partnership (and persons to whom the President and such other officers have the power to delegate, and so delegate, responsibilities) in accordance with delegations of authority approved by the General Partner or, in the case of the President, as otherwise set forth in Section 6.2.
Management and Control of the Partnership. The General Partner shall have all the rights, powers and obligations of a general partner of a limited partnership under the Act. Except as otherwise provided in Section 4.3, the General Partner shall have the right and obligation to manage and control the business and affairs of the Partnership and to make the following decisions on behalf of the Partnership:
(a) to own, manage, operate, sell, exchange, lease or otherwise transfer the assets of the Partnership, whether or not in the ordinary course of business;
(b) to borrow money on behalf of the Partnership and to renew, extend, modify, rearrange, increase or refinance Partnership borrowings from time to time;
(c) to mortgage, pledge, assign, encumber or grant security interests in Partnership assets, revenues and/or income;
(d) to institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership;
(e) to acquire, lease, develop, hold, sell or improve any real or personal property or any interest therein;
(f) to hire and terminate employees of the Partnership and engage the services of attorneys, consultants, accountants and other independent contractors;
(g) to appoint, elect, remove and supervise the activities of the Officers of the Partnership and to designate appropriate compensation to be paid to each such Officer during his or her term, of office;
(h) to collect all payments due and owing to the Partnership;
(i) to pay all expenses, debts and obligations of the Partnership, at such time or times and from any source of funds of the Partnership as the General Partner deems necessary or desirable;
(j) to execute and deliver such documents on behalf of the Partnership as the General Partner may deem necessary or desirable for the Partnership's purposes and business;
(k) to perform, or cause to be performed, all the Partnership's obligations under any agreement (including without limitation any loan documents) to which the Partnership or any nominee of the Partnership is a party, except to the extent such obligations may be inconsistent with other obligations of the General Partner under this Agreement;
(l) to obtain and maintain any and all types of insurance coverage on the assets and business of the Partnership and to protect the General Partner against liability from third parties in such amounts as the General Partner may deem necessary or desirable;
(m) to pay all taxes, assessments, and other impositions applicable to...
Management and Control of the Partnership. (a) The General Partner shall conduct, direct and manage all activities of the Partnership in a manner that the General Partner determines is in the best interest of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and the Limited Partner shall not have any management power over the business and affairs of the Partnership.
(b) The General Partner, in its sole discretion and without the approval of the Limited Partner, may delegate to one or more other persons the General Partner's rights and powers to manage and control the business affairs of the Partnership, including to agents, officers and employees of the General Partner or the Partnership. Such delegation by the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership or cause the person to whom such rights and powers have been delegated to be a general partner of the Partnership. Nothing contained in this Section 6.1(b) shall be deemed to limit the power and authority of the General Partner to delegate granted by Section 17-403(c) of the Act.
Management and Control of the Partnership. A. Subject to the Consent of the Limited Partners where required by this Agreement, the General Partner, within the authority granted to it under this Agreement, shall have the exclusive right to manage the business of the Partnership and is hereby authorized to take any action of any kind and to do anything and everything it deems necessary in accordance with the provisions of this Agreement.
B. No Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall participate in or have any control over the Partnership business or shall have any authority or right to act for or bind the Partnership. The Limited Partners hereby Consent to the exercise by the General Partner of the powers conferred on it by this Agreement.
C. The General Partner shall initially, upon completion of the offering contemplated by the Prospectus, establish Reserves for working capital and to pay taxes, insurance, Debt Service, repairs, replacements or renewals, or other costs and expenses incident to the ownership or operation of the Properties and for such other purposes, as the General Partner may determine, in an amount equal to not less than 2% of the Gross Proceeds of the Offering and thereafter shall maintain such Reserves in such amounts as the General Partner deems appropriate under the circumstances from time to time.
D. All of the Partnership's expenses shall be billed directly to and paid by the Partnership. Reimbursements to the General Partner or any Affiliates shall not be allowed (other than for Organization and Offering Expenses, which shall be allowed), except for (i) the actual cost to the General Partner or such Affiliates of goods, materials and services used for or by the Partnership and obtained from entities which are not affiliated with the General Partner; (ii) salaries and related salary expenses for administrative services which could be performed directly for the Partnership by independent parties, such as legal, accounting, transfer agent, data processing, duplicating and other such services; (iii) Partnership reports and communications to investors; (iv) other administrative services, provided that such services are necessary to the prudent operation of the Partnership; and (v) reimbursements to Arvida in connection with its carrying out the duties described in the Management and Supervisory Agreement authorized in Section 5.2A(ix) hereof. No reimbursemen...
Management and Control of the Partnership. A. Subject to the Consent of the Limited Partners where required by this Agreement, the General Partner, within the authority granted to it under and in accordance with the provisions of this Agreement, shall have the full and exclusive right to manage and control the business and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall have all of the rights, powers and obligations of a general partner of a limited partnership under the laws of the State.
B. No Limited Partner shall participate in the management of or have any control over the Partnership's business nor shall any Limited Partner have the power to represent, act for, sign for or bind the General Partner or the Partnership. The Limited Partners hereby Consent to the exercise by the General Partner of the powers conferred on it by this Agreement.
C. Any provision of this Agreement to the contrary notwithstanding, the General Partner shall take no action or permit the occurrence of any event requiring the prior consent of a governmental authority (including, without limitation, the FCC) before such prior consent shall have been obtained. The General Partner shall make all governmental filings necessary and appropriate to its acquisition, ownership, operation and disposition of Partnership Media Properties.
