Management by Managing Partner. Eldorado I shall be, and hereby is, appointed the Managing Partner (the “Managing Partner”) for the Venture and is hereby charged with, and Eldorado I hereby agrees to assume the responsibility and authority for, the oversight and supervision of the operation of the Venture’s business. The Managing Partner shall have sole and exclusive control of the business of the Venture and shall be authorized and empowered to determine all questions relating to the conduct, operation and management of the business of the Venture, and the determinations of the Managing Partner shall be binding upon the Partners and all other Persons for all purposes. Subject to the limitations and restrictions set forth in this Agreement, the Managing Partner shall have all necessary powers to carry out the purposes and conduct of the business of the Venture. In addition to any other rights and powers that the Managing Partner may possess, the Managing Partner, without the consent or approval of any other Partner, shall have all specific rights and powers required or appropriate to the management of the business of the Venture including approving the financing or refinancing of the Venture or any portion thereof and borrowing money in connection therewith to the extent otherwise permitted by the terms of this Agreement (including executing and delivering promissory notes, indentures and other loan documents and mortgaging, granting a security interest in or otherwise encumbering all or any portion of the real or immoveable, personal or movable, tangible or corporeal, intangible or incorporeal property of the Venture with any documents evidencing such mortgage or security interest containing usual and customary security clauses, including a confession of judgment, waiver of appraisal and pact de non alienando), approving the construction and development plans and budgets, approving any future Venture expansion, and approving any sale of all or part of the Venture, and only the Managing Partner shall have these rights and powers. Notwithstanding the foregoing, the Managing Partner may delegate any or all such rights and powers to any other Person. As a result, the Partners acknowledge that the Managing Partner may delegate to Eldorado certain powers pursuant to the terms and conditions of and expressly described in the Management Agreement. All decisions made for or on behalf of the Venture by the Managing Partner consistent with the provisions of this Agreement shall be binding upon the...
Management by Managing Partner. Subject to (i) those matters that are expressly reserved to the Partners under the Act or this Agreement and (ii) Major Decisions requiring the approval of the Executive Committee under Section 8.3, the management of the Partnership shall be vested in the Managing Partner, and the Managing Partner shall have the power and authority to conduct the business and affairs, and take all actions on behalf, of the Partnership. Other than any Partner serving as the Managing Partner and except for any actions with respect to which a Partner is expressly empowered or authorized pursuant to this Agreement, no Partner shall have the power or authority to act for or bind the Partnership. It is expressly understood and agreed that the Managing Partner shall not be required to devote its entire time or attention to the business of the Partnership, although the Managing Partner and its officers, employees, Affiliates and EC Members shall devote such time to the business of the Partnership and the Subsidiaries as may be necessary or desirable in order to carry out the duties of the Managing Partner hereunder. Except as otherwise expressly provided herein, no Partner nor any member, partner, shareholder, officer, director, employee, agent or representative of any Partner shall receive any salary or other remuneration for its services rendered pursuant to this Agreement. Subject to Article XI, the Managing Partner shall not be restricted in any manner from participating in any other business activities even if those activities may be competitive with the Business.
Management by Managing Partner. Subject to the express provisions of this Agreement and subject to any applicable limitations set forth in the Partnership Act and applicable similar legislation in other jurisdictions where the Partnership is required to be registered and except as the Partners may otherwise direct, from time to time, the Managing Partner shall have full, exclusive and complete discretion, up to the Authorization Limit, in the management and control of the Partnership Business and shall make such decisions affecting the Partnership Business and do any and all acts in respect thereof. In carrying out the foregoing functions and in operating the Partnership Business, the Managing Partners hall use all commercially reasonable efforts to act in accordance with the purposes set forth in Article 4 hereof. An action taken by the Managing Partner on behalf of the Partnership in accordance with this Agreement is deemed to be an act of the Partnership and shall bind the Partnership. The Managing Partner shall manage, control and coordinate the Partnership Business and do or cause to be done any and all acts necessary, appropriate or incidental to the Partnership Business and without limiting the generality of the foregoing the Managing Partner may, without Partners’ approval in amounts up to the Authorization Limit and shall, subject to Section 8.2, with Partners’ approval for amounts in excess of the Authorization Limit:
