Common use of Management of Partnership Clause in Contracts

Management of Partnership. (a) The General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint officers of the Partnership (such as President, Vice President, Treasurer, Secretary and Assistant Secretary) to act as agents of the Partnership. If the General Partner so resolves in writing, any such officer may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, the power to: (i) enter into, deliver, perform, construe and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purpose of the Partnership; (ii) open, maintain and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks or other orders for the payment of moneys; (iii) collect all sums due the Partnership, including the assertion by all advisable means of the Partnership’s right to payment; (iv) to the extent that funds of the Partnership are available therefor, pay as they become due alt debts, obligations and operating expenses of the Partnership including, without limitation, the salaries, bonuses, benefits and expenses of the employees and agents of the Partnership and equipment and office acquisitions and operating costs; (v) employ and dismiss from employment, and pay the fees and expenses of, any and all employees, attorneys, accountants, consultants, advisors or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vi) obtain insurance for the Partnership; (vii) admit additional partners; (viii) determine distributions of Partnership cash and other property as provided in Article IV; (ix) bring and defend actions, investigations and proceedings at law or equity or arbitrations or other forms of alternative dispute resolution before any governmental, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (x) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xi) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xii) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiii) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership; (xiv) consult with and seek the advice of one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow money, execute instruments evidencing indebtedness and secure indebtedness by mortgage, deed of trust, pledge, security interest or other lien in furtherance of Partnership purposes; to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s assets, or any part thereof, and to cause the Partnership to make such other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnership; and (xix) do any act which is necessary to carrying out any of the purposes of the Partnership, including without limitation the foregoing.

Management of Partnership. (a) The General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint officers of the Partnership (such as President, Vice President, Treasurer, Secretary and Secretary, Assistant Secretary, Assistant Treasurer and such other officers of the Partnership as the General Partner may deem necessary or advisable, the “Officers”) to act as agents of the Partnership. If the General Partner so resolves in writing, any such officer one of the Officers may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The initial Officers of the Partnership, if any, are set forth on Schedule B hereto. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, the power to: (ic) enter into, deliver, perform, construe and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purpose of the Partnership; (iid) open, maintain and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks or other orders for the payment of moneys; (iiie) collect all sums due the Partnership, including the assertion by all advisable means of the Partnership’s right to payment; (ivf) to the extent that funds of the Partnership are available therefor, pay as they become due alt all debts, obligations and operating expenses of the Partnership including, without limitation, the salaries, bonuses, benefits and expenses of the employees and agents of the Partnership and equipment and office acquisitions and operating costs; (vg) employ and dismiss from employment, and pay the fees and expenses of, any and all employees, attorneys, accountants, consultants, advisors or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vih) obtain insurance for the Partnership; (viii) admit additional addition partners; (viiij) determine distributions of Partnership cash and other property as provided in Article IVSection 12; (ixk) bring and defend actions, investigations and proceedings at law or equity or arbitrations or other forms of alternative dispute resolution and before any governmental, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (xl) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xim) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xiin) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiiio) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership;; and (xivp) consult with and seek the advice of one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow money, execute instruments evidencing indebtedness and secure indebtedness by mortgage, deed of trust, pledge, security interest or other lien in furtherance of Partnership purposes; to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s assets, or any part thereof, and to cause the Partnership to make such other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnership; and (xix) do any act which is necessary to carrying out any of the purposes of the Partnership, including without limitation the foregoing.

Management of Partnership. (a) The General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint officers of the Partnership (such as President, Vice President, Treasurer, Secretary and Assistant Secretary) to act as agents of the Partnership. If the General Partner so resolves in writing, any such officer may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, the power to: (i) enter into, deliver, perform, construe and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purpose of the Partnership; (ii) open, maintain and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks or other orders for the payment of moneys; (iii) collect all sums due the Partnership, including the assertion by all advisable means of the Partnership’s 's right to payment; (iv) to the extent that funds of the Partnership are available therefor, pay as they become due alt all debts, obligations and operating expenses of the Partnership including, without limitation, the salaries, bonuses, benefits and expenses of the employees and agents of the Partnership and equipment and office acquisitions and operating costs; (v) employ and dismiss from employment, and pay the fees and expenses of, any and all employees, attorneys, accountants, consultants, advisors or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vi) obtain insurance for the Partnership; (vii) admit additional partners; (viii) determine distributions of Partnership cash and other property as provided in Article IV; (ix) bring and defend actions, investigations and proceedings at law or equity or arbitrations or other forms of alternative dispute resolution before any governmental, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (x) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xi) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xii) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiii) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership; (xiv) consult with and seek the advice of one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow money, execute instruments evidencing indebtedness and secure indebtedness by mortgage, deed of trust, pledge, security interest or other lien in furtherance of Partnership purposes; to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s 's assets, or any part thereof, and to cause the Partnership to make such other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s 's assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnership; and (xix) do any act which is necessary to carrying out any of the purposes of the Partnership, including without limitation the foregoing.

Management of Partnership. (a) The General Partner shall have exclusive control over authority to direct, manage, control, administer and operate the business Business and affairs of the Partnership and shall have all rights, powers to represent and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint officers of the Partnership (such as President, Vice President, Treasurer, Secretary and Assistant Secretary) to act as agents of enter into transactions binding the Partnership. If In connection with the foregoing, the General Partner so resolves in writingshall have the power and authority to do, any such officer may bind the Partnership by executing and delivering contractsor cause to be done, agreements or instruments in the name for and on behalf of the Partnership, any and all acts deemed by the General Partner to be necessary, appropriate or incidental thereto, subject only to those limitations expressly set forth in this Agreement. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the generality of the foregoing, the General Partner shall have full and exclusive power and authority to: (a) make, execute, sign, acknowledge and file on behalf and in the name of the Partnership to carry out and/or each Limited Partner, any and all documents or instruments of any kind which the General Partner may deem appropriate in complying with the Partnership Act, including, without limitation, the Certificate and any amendments thereto or replacements thereof; (b) make all operating decisions concerning the Business, including all decisions concerning the business and activities to be carried on by the Partnership and the manner of operation of all business and activities; (c) enter into agreements and transactions on behalf of and which bind the Partnership in order to carry on the Business and affairs of the objects Partnership upon such terms as it considers appropriate including, without limitation, licensing agreements, sales contracts, marketing agreements, service contracts, subcontracts, leases, financing agreements, and other documents or instruments of any kind or character; (d) borrow money and obtain loans or commitments therefor for the purposes of the Partnership and to perform mortgage, charge, hypothecate, pledge or deposit any or all acts of the present and future Partnership Assets to secure or provide for the repayment of such loan and to draw, make, execute and deliver all agreementsissue bonds, debentures, promissory notes and other instruments and other documents which itevidences of indebtedness; (e) acquire and dispose of property, in its sole discretionboth real and personal, tangible and intangible, as may deem be necessary or desirable, including without limitation, desirable in the power to:ordinary course of carrying on the Business; (if) enter into, delivermodify, performrenew, construe surrender and take terminate any action under, lease or license of any contract, agreement or other instrument property on such terms as the General Partner shall determine considers appropriate and to be necessary or desirable exercise all rights, powers, privileges and other incidents of ownership and possession with respect to further the purpose Partnership Assets; (g) take in and account for revenues of the Partnership and pay expenses, capital expenditures and other outlays of the Partnership; (iih) open, maintain and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks or other orders invest funds not immediately required for the payment operations of moneysthe Partnership; (iiii) collect all sums due admit new Partners and assigns of Units to the Partnership, including the assertion by all advisable means of the Partnership’s right Partnership from time to paymenttime; (ivj) to the extent that funds of the Partnership are available therefor, pay as they become due alt debts, obligations and operating expenses of the Partnership enter into any agreement or agreements with other Persons including, without limitation, the salariesits affiliates, bonuses, benefits and expenses for performance of the employees and agents of the Partnership and equipment and office acquisitions and operating costs; (v) employ and dismiss from employment, and pay the fees and expenses of, any and all employees, attorneys, accountants, consultants, advisors or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vi) obtain insurance for the Partnership; (vii) admit additional partners; (viii) determine distributions of Partnership cash and other property as provided in Article IV; (ix) bring and defend actions, investigations and proceedings at law or equity or arbitrations or other forms of alternative dispute resolution before any governmental, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (x) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xi) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xii) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiii) possess and exercise all rights and powers of general partners under the Act, acts in furtherance of the purposes of the Partnership, but this shall in no way relieve the General Partner of its obligations and duties to the Partnership and to the other Partners; (xivk) consult with appoint officers or agents for a definite or indefinite term and seek to authorize the advice of one or more same to act on behalf of the Limited Partners Partnership subject to such limitations as contemplated the General Partner, in its absolute discretion, determines as appropriate, subject always to the limitations imposed on the General Partner by Section 17-303 of the Actthis Agreement or by law; (xvl) borrow moneyemploy, execute instruments evidencing indebtedness retain and secure indebtedness by mortgagedismiss the persons as may be necessary or appropriate for the conduct of the Business, deed of trustincluding permanent, pledgetemporary or part-time employees, security interest or other lien in furtherance of Partnership purposes; to pay agents, consultants and discharge all indebtedness owing with respect to contractors; (m) retain such legal counsel, accountants, experts, advisors and secured by the Partnership’s assets, or any part thereof, and to cause the Partnership to make such other payments and perform such other acts consultants as the General Partner may deem necessary considers appropriate and to preserve rely upon the interest advice of the Partnership thereinany such Person so retained; (xvin) sellopen, assign, transfer, convey or otherwise dispose operate and close accounts for the deposit of Partnership property; funds with financial institutions and to merge one or more entities with designate and into change the Partnership; to file any documents relating thereto with any public official or third partysignatories for such accounts; (xviio) prepare commence, prosecute, defend, compromise and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets settle any action or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data proceeding in connection with the Partnership or its affairs, Business or Partnership Assets; (p) submit the Partnership to binding arbitration with respect to any issue arising in or concerning its affairs, Business or Partnership Assets; (q) file returns required by any governmental or like authority on behalf of the Partnership; (r) determine the Profits and Losses for any period in accordance with U.S. generally accepted accounting principles and the Internal Revenue Code and furthermore, calculate the comparable information for each Partner determined in accordance with the generally accepted accounting principles and in accordance with the laws applicable in the country of residence of each Partner; (s) obtain, maintain, modify and cancel such insurance coverage as the General Partner considers advantageous to the Partnership or the Partners in connection with the affairs or Business of the Partnership or the Partnership Assets; and (xixt) do any act which anything else that is necessary in furtherance of or incidental to carrying out any the Business or affairs of the purposes of Partnership or the Partnership, including without limitation the foregoingPartnership Assets.

Management of Partnership. (a) The General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint officers of the Partnership (such as President, Vice President, Treasurer, Secretary and Assistant Secretary) to act as agents of the Partnership. If the General Partner so resolves in writing, any such officer may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, the power to: (i) enter into, deliver, perform, construe and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purpose of the Partnership; (ii) open, maintain and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks or other orders for the payment of moneys; (iii) collect all sums due the Partnership, including the assertion by all advisable means of the Partnership’s right to payment; (iv) to the extent that funds of the Partnership are available therefor, pay as they become due alt all debts, obligations and operating expenses of the Partnership including, without limitation, the salaries, bonuses, benefits and expenses of the employees and agents of the Partnership and equipment and office acquisitions and operating costs; (v) employ and dismiss from employment, and pay the fees and expenses of, any and all employees, attorneys, accountants, consultants, advisors or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vi) obtain insurance for the Partnership; (vii) admit additional partners; (viii) determine distributions of Partnership cash and other property as provided in Article IV; (ix) bring and defend actions, investigations and proceedings at law or equity or arbitrations or other forms of alternative dispute resolution before any governmental, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (x) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xi) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xii) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiii) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership; (xiv) consult with and seek the advice of one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow money, execute instruments evidencing indebtedness and secure indebtedness by mortgage, deed of trust, pledge, security interest or other lien in furtherance of Partnership purposes; to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s assets, or any part thereof, and to cause the Partnership to make such other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnership; and (xix) do any act which is necessary to carrying out any of the purposes of the Partnership, including without limitation the foregoing.

Management of Partnership. (a) ADMINISTRATIVE FEE --------------------------------------------- 5.1 Rights, Powers and Duties of the General Partner. The overall ------------------------------------------------ management and control of all aspects of the business and affairs of the Partnership shall be vested exclusively in the General Partner. The General Partner shall have exclusive control over all the rights and powers of a general partner as provided in the Law and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Except as expressly set forth herein, no decision shall be made or action taken with respect to the Partnership unless such decision or action has been approved by the General Partner. The General Partner is hereby authorized to delegate, and hereby delegates, to the Manager (as defined in Section 5.06) all of its powers and authority to manage the business and affairs of the Partnership. The General Partner, through the Manager, shall conduct the day-to-day operations of the Partnership and shall use good faith efforts to carry out the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewithas set forth herein. The General Partner mayPartner, in its discretionthrough the Manager, appoint officers will have all the specific rights and power required or appropriate to the operation, management and disposition of the business of the Partnership (such as Presidentwhich, Vice Presidentby way of illustration, Treasurer, Secretary and Assistant Secretary) to act as agents but not by the way of the Partnership. If the General Partner so resolves in writing, any such officer may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, shall include the right and power to: (ia) enter intosupervise the design, deliverconstruction and equipping of the Restaurant and all other pre-opening activities; (b) managing the Restaurant when it opens; (c) employ such agents, performemployees, construe managers, accountants, attorneys, consultants and take any action under, any contract, agreement or other instrument persons as the General Partner shall determine to be it may deem necessary or desirable for the conduct of the Partnership's business and pay from Partnership assets such fees, expenses, salaries, wages and other compensation to further the purpose such persons as it may determine; (d) pay from Partnership's assets, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise upon such terms as it may determine, and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership; (iie) open, maintain make from Partnership's assets any and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks all expenditures that it may deem necessary or other orders desirable for the payment conduct of moneysthe Partnership's business and the carrying out of its obligations and responsibilities under this Agreement; (iiif) collect all sums due borrow money and issue evidences of indebtedness and security therefor, mortgage, pledge or otherwise encumber assets of the Partnership, including the assertion by all advisable means and, from time to time, refinance any such borrowings; (g) make distributions of the Partnership’s right 's assets to paymentthe Partners; (ivh) to purchase, at the extent that funds expense of the Partnership are available thereforPartnership, pay as they become due alt debts, obligations liability and operating expenses of other insurance to protect the Partnership including, without limitationPartnership, the salaries, bonuses, benefits General Partner and expenses of the employees Partnership's assets and agents of the Partnership and equipment and office acquisitions and operating costsbusiness; (vi) employ maintain, at the expense of the Partnership, adequate records and dismiss from employmentaccounts of all operations and expenditures; (j) sell, exchange or otherwise dispose of all or substantially all the assets of the Partnership; and pay the fees in connection therewith, to execute and expenses ofdeliver such deeds, any assignments and all employees, attorneys, accountants, consultants, advisors or other agents, on conveyances containing such terms and for such compensation warranties as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vik) obtain insurance for invest the Partnership's assets as it may determine in its sole discretion; (l) pay, collect, compromise, arbitrate or resort to legal action or otherwise adjust, litigate or settle claims and demands of or against the Partnership; (viim) admit additional partners; (viii) determine distributions of merge or consolidate the Partnership cash and other property as provided in Article IV; (ix) bring and defend actionswith or into a corporation, investigations and proceedings at law or equity or arbitrations partnership, limited partnership or other forms of alternative dispute resolution before any governmentalentity, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (x) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xi) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xii) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiii) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership; (xiv) consult with and seek the advice of be acquired by one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow moneycorporations, execute instruments evidencing indebtedness and secure indebtedness by mortgagepartnerships, deed of trust, pledge, security interest limited partnerships or other lien in furtherance of Partnership purposes; entities or take such other action as may be required to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s assets, or any part thereof, and to cause convert the Partnership to make such a corporation, partnership, limited partnership or other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnershipentity; and (xixn) do take any act which is necessary and all other action permitted under applicable law and that are customary and reasonably related to carrying out any of the purposes of the Partnership, including without limitation the foregoing's purposes.

Management of Partnership. (a) The General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint officers of the Partnership (such as President, Vice President, Treasurer, Secretary and Assistant Secretary) to act as agents of the Partnership. If the General Partner so resolves in writing, any such officer may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner Partnership shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, the power to: (ic) enter into, deliver, perform, construe and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purpose of the Partnership; (iid) open, maintain and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks or other orders for the payment of moneys; (iiie) collect all sums due the Partnership, including the assertion by all advisable means of the Partnership’s 's right to payment; (ivf) to the extent that funds of the Partnership are available therefor, pay as they become due alt all debts, obligations and operating expenses of the Partnership including, without limitation, the salaries, bonuses, benefits and expenses of the employees and agents of the Partnership and equipment and office acquisitions and operating costs; (vg) employ and dismiss from employment, and pay the fees and expenses of, any and all employees, attorneys, accountants, consultants, advisors or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vih) obtain insurance for the Partnership; (viii) admit additional addition partners; (viiij) determine distributions of Partnership cash and other property as provided in Article IVSection 12; (ixk) bring and defend actions, investigations and proceedings at law or equity or arbitrations or other forms of alternative dispute resolution and before any governmental, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (xl) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xim) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xiin) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiiio) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership;; and (xivp) consult with and seek the advice of one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow money, execute instruments evidencing indebtedness and secure indebtedness by mortgage, deed of trust, pledge, security interest or other lien in furtherance of Partnership purposes; to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s assets, or any part thereof, and to cause the Partnership to make such other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnership; and (xix) do any act which is necessary to carrying out any of the purposes of the Partnership, including without limitation the foregoing.

Management of Partnership. (a) The General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The General Partner may, in its discretion, appoint officers of the Partnership (such as President, Vice President, Treasurer, Secretary and Assistant Secretary) to act as agents of the Partnership. If the General Partner so resolves in writing, any such officer may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, the power to: (i) enter into, deliver, perform, construe and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purpose of the Partnership; (ii) open, maintain and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks or other orders for the payment of moneys; (iii) collect all sums due the Partnership, including the assertion by all advisable means of the Partnership’s 's right to payment; (iv) to the extent that funds of the Partnership are available therefor, pay as they become due alt all debts, obligations and operating expenses of the Partnership including, without limitation, the salaries, bonuses, benefits and expenses of the employees and agents of the Partnership and equipment and office acquisitions and operating costs; (v) employ and dismiss from employment, and pay the fees and expenses of, any and all employees, attorneys, accountants, consultants, advisors or other agents, on such terms and for such compensation as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vi) obtain insurance for the Partnership; (vii) admit additional partners; (viii) determine distributions of Partnership cash and other property as provided in Article IV; (ix) bring and defend actions, investigations and proceedings at law or equity or arbitrations or other forms of alternative dispute resolution before any governmental, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (x) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xi) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xii) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiii) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership; (xiv) consult with and seek the advice of one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow money, execute instruments evidencing indebtedness and secure indebtedness by mortgage, deed of trust, pledge, security interest or other lien in furtherance of Partnership purposes; to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s 's assets, or any part thereof, and to cause the Partnership to make such other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to o cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s 's assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnership; and (xix) do any act which is necessary to carrying out any of the purposes of the Partnership, including without limitation the foregoing.

Management of Partnership. (a) ADMINISTRATIVE FEE --------------------------------------------- 5.1 Rights, Powers and Duties of the General Partner. The overall ------------------------------------------------ management and control of all aspects of the business and affairs of the Partnership shall be vested exclusively in the General Partner. The General Partner shall have exclusive control over all the rights and powers of a general partner as provided in the Law and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Except as expressly set forth herein, no decision shall be made or action taken with respect to the Partnership unless such decision or action has been approved by the General Partner. The General Partner is hereby authorized to delegate, and hereby delegates, to the Manager (as defined in Section 5.06) all of its powers and authority to manage the business and affairs of the Partnership. The General Partner, through the Manager, shall conduct the day-to-day operations of the Partnership and shall use good faith efforts to carry out the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewithas set forth herein. The General Partner mayPartner, in its discretionthrough the Manager, appoint officers will have all the specific rights and power required or appropriate to the operation, management and disposition of the business of the Partnership (such as Presidentwhich, Vice Presidentby way of illustration, Treasurer, Secretary and Assistant Secretary) to act as agents but not by the way of the Partnership. If the General Partner so resolves in writing, any such officer may bind the Partnership by executing and delivering contracts, agreements or instruments in the name and on behalf of the Partnership. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. (b) Without limiting the foregoing, the General Partner shall have full power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and to execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or desirable, including without limitation, shall include the right and power to: (ia) enter intosupervise the design, deliverconstruction and equipping of the Restaurant and all other pre-opening activities; (b) managing the Restaurant when it opens; (c) employ such agents, performemployees, construe managers, accountants, attorneys, consultants and take any action under, any contract, agreement or other instrument persons as the General Partner shall determine to be it may deem necessary or desirable for the conduct of the Partnership's business and pay from Partnership assets such fees, expenses, salaries, wages and other compensation to further the purpose such persons as it may determine; (d) pay from Partnership's assets, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise upon such terms as it may determine, and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership; (iie) open, maintain make from Partnership's assets any and close bank accounts, make deposits thereunder and investment decisions with respect thereto and draw checks all expenditures that it may deem necessary or other orders desirable for the payment conduct of moneysthe Partnership's business and the carrying out of its obligations and responsibilities under this Agreement; (iiif) collect all sums due borrow money and issue evidences of indebtedness and security therefor, mortgage, pledge or otherwise encumber assets of the Partnership, including the assertion by all advisable means and, from time to time, refinance any such borrowings; (g) make distributions of the Partnership’s right 's assets to paymentthe Partners; (ivh) to purchase, at the extent that funds expense of the Partnership are available thereforPartnership, pay as they become due alt debts, obligations liability and operating expenses of other insurance to protect the Partnership including, without limitationPartnership, the salaries, bonuses, benefits General Partner and expenses of the employees Partnership's assets and agents of the Partnership and equipment and office acquisitions and operating costsbusiness; (vi) employ maintain, at the expense of the Partnership, adequate records and dismiss from employmentaccounts of all operations and expenditures; (j) sell, exchange or otherwise dispose of all or substantially all the assets of the Partnership; and pay the fees in connection therewith, to execute and expenses ofdeliver such deeds, any assignments and all employees, attorneys, accountants, consultants, advisors or other agents, on conveyances containing such terms and for such compensation warranties as the General Partner may determine, whether or not such person may also be otherwise employed by any affiliate of the General Partner; (vik) obtain insurance for invest the Partnership's assets as it may determine in its sole discretion; (l) pay, collect, compromise, arbitrate or resort to legal action or otherwise adjust, litigate or settle claims and demands of or against the Partnership; (viim) admit additional partners; (viii) determine distributions of merge or consolidate the Partnership cash and other property as provided in Article IV; (ix) bring and defend actionswith or into a corporation, investigations and proceedings at law or equity or arbitrations partner ship, limited partnership or other forms of alternative dispute resolution before any governmentalentity, administrative or other regulatory agency, body or commission or arbitrator, mediator or other forum for dispute resolution; (x) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may in the sole judgment of the General Partner be necessary or desirable for the acquisition, management or disposition of assets by the Partnership, including without limitation the exercise of rights to elect to adjust the tax basis of Partnership assets; (xi) incur expenses and other obligations on behalf of the Partnership and, to the extent that funds of the Partnership are available for such purpose, pay all such expenses and obligations; (xii) cause the Partnership to incur or guarantee indebtedness for borrowed money; (xiii) possess and exercise all rights and powers of general partners under the Act, in furtherance of the purposes of the Partnership; (xiv) consult with and seek the advice of be acquired by one or more of the Limited Partners as contemplated by Section 17-303 of the Act; (xv) borrow moneycorporations, execute instruments evidencing indebtedness and secure indebtedness by mortgagepartnerships, deed of trust, pledge, security interest limited partnerships or other lien in furtherance of Partnership purposes; entities or take such other action as may be required to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s assets, or any part thereof, and to cause convert the Partnership to make such a corporation, partnership, limited partnership or other payments and perform such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein; (xvi) sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership; to file any documents relating thereto with any public official or third party; (xvii) prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the Partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets or any part thereof; (xviii) keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnershipentity; and (xixn) do take any act which is necessary and all other action permitted under applicable law and that are customary and reasonably related to carrying out any of the purposes of the Partnership, including without limitation the foregoing's purposes.