Common use of Management of Partnership Clause in Contracts

Management of Partnership. (a) The Partners hereby authorize the appointment of BHI as the Managing Partner of the Partnership. (b) The exclusive management and control of the business and affairs of the Partnership shall be vested in the Managing Partner. Each Partner hereby waives any and all claims such Partner may have against the Partnership or any other Partner for breach of fiduciary duty, or other similar responsibility or obligation. The Managing Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partners, including, without limitation, the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption, guarantee of or other contracting of indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the Partnership or the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership or the merger or other combination of the Partnership with or into another entity; (iv) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the Managing Partner or the Partnership, the lending of funds to other Persons and the repayment of obligations of the Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments that the Managing Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the Managing Partner's powers under this Agreement, including management or development agreements with respect to the Project; (vi) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (vii) the selection and dismissal of employees of the Partnership or the Managing Partner and agents, outside attorneys, accountants, consultants and contractors of the Managing Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership; (ix) the formation of or acquisition of an interest in and the contribution of property to any further limited or general partnerships, joint ventures or other relationships that it deems desirable; (x) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of litigation, incurring of legal expense and settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xi) the undertaking of any action in connection with the Partnership's direct or indirect investment in any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); and (xii) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the Managing Partner may adopt. (c) The Partners agree that the Managing Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners. (d) At all times from and after the date hereof, the Managing Partner may cause the Partnership to obtain and maintain casualty, liability and other insurance on the properties of the Partnership. (e) At all times from and after the date hereof, the Managing Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the Managing Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

Management of Partnership. (a) The Partners hereby authorize the appointment of BHI as the Managing Partner of the Partnership. (b) The exclusive management and control of the business and affairs of the Partnership shall be vested in the Managing PartnerGeneral Partners. The powers of the General Partners shall include all powers, statutory or otherwise, possessed by or permitted to general partners under the laws of the State of Illinois. Each Partner hereby waives any and all claims such Partner may have against the Partnership or any other Partner for breach of fiduciary duty, duty or other similar responsibility or obligation. If there is more than one General Partner, the Partners shall elect one of the General Partners to be the “Managing General Partner,” who shall be responsible for the day-to-day operations of the Partnership. (To the extent there is only one General Partner, all references in this Agreement to the Managing General Partner shall mean such General Partner.) The Managing General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partners, including, without limitation, the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption, guarantee of or other contracting of indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the Partnership or the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership or the merger or other combination of the Partnership with or into another entity; (iv) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the Managing General Partner or the Partnership, the lending of funds to other Persons and the repayment of obligations of the Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments that the Managing General Partner considers useful or necessary to the conduct of the Partnership's ’s operations or the implementation of the Managing General Partner's ’s powers under this Agreement, including management management, development or development operating agreements with respect to the Project; (vi) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (vii) the selection and dismissal of employees of the Partnership or the Managing General Partner and agents, outside attorneys, accountants, consultants and contractors of the Managing General Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership; (ix) the formation of or acquisition of an interest in and the contribution of property to any further limited or general partnerships, joint ventures or other relationships that it deems desirable; (x) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of litigation, incurring of legal expense and settlement of claims and litigation, litigation and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xi) the undertaking of any action in connection with the Partnership's ’s direct or indirect investment in any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); and (xii) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the Managing Partner it may adopt. (cb) The Limited Partners agree that the Managing General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Limited Partners. (c) Without limiting the generality of the authority granted to the Managing General Partner in Section 6.1(a), the Managing General Partner shall provide accounting, administrative, management, marketing and promotion, property management, leasing, tenant coordination, development, construction management, renovation, redevelopment and rehabilitation services to the Partnership in its capacity as a Partner of the Partnership. (d) At all times from and after the date hereof, the Managing General Partner may cause the Partnership to obtain and maintain casualty, liability and other insurance on the properties of the Partnership. (e) At all times from and after the date hereof, the Managing General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the Managing General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

Management of Partnership. (a) The Partners hereby authorize the appointment of BHI as the Managing Partner of the Partnership. (b) The exclusive management and control of the business and affairs of the Partnership shall be vested in the Managing Partner. Each Partner hereby waives any and all claims such Partner may have against the Partnership or any other Partner for breach of fiduciary duty, or other similar responsibility or obligation. The Managing Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partners, including, without limitation, the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption, guarantee of or other contracting of indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the Partnership or the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership or the merger or other combination of the Partnership with or into another entity; (iv) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the Managing Partner or the Partnership, the lending of funds to other Persons and the repayment of obligations of the Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments that the Managing Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the Managing Partner's powers under this Agreement, including management management, development or development operating agreements with respect to the Project; (vi) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (vii) the selection and dismissal of employees of the Partnership or the Managing Partner and agents, outside attorneys, accountants, consultants and contractors of the Managing Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership; (ix) the formation of or acquisition of an interest in and the contribution of property to any further limited or general partnerships, joint ventures or other relationships that it deems desirable; (x) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of litigation, incurring of legal expense and settlement of claims and litigation, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xi) the undertaking of any action in connection with the Partnership's direct or indirect investment in any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); and (xii) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the Managing Partner may adopt. (c) The Partners agree that the Managing Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners. (d) At all times from and after the date hereof, the Managing Partner may cause the Partnership to obtain and maintain casualty, liability and other insurance on the properties of the Partnership. (e) At all times from and after the date hereof, the Managing Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the Managing Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

Management of Partnership. (a) The Partners hereby authorize the appointment of BHI as the Managing Partner of the Partnership. (b) The exclusive management and control of the business and affairs of the Partnership shall be vested in the Managing General Partner. The powers of the General Partner shall include all powers, statutory or otherwise, possessed by or permitted to general partners under the laws of the State of Illinois. Each Partner hereby waives any and all claims such Partner may have against the Partnership or any other Partner for breach of fiduciary duty, duty or other similar responsibility or obligation. The Managing General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partners, including, without limitation, the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption, guarantee of or other contracting of indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the Partnership or the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership or the merger or other combination of the Partnership with or into another entity; (iv) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the Managing General Partner or the Partnership, the lending of funds to other Persons and the repayment of obligations of the Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments that the Managing General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the Managing General Partner's powers under this Agreement, including management or and development agreements with respect to the Project; (vi) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (vii) the selection and dismissal of employees of the Partnership or the Managing General Partner and agents, outside attorneys, accountants, consultants and contractors of the Managing General Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership; (ix) the formation of or acquisition of an interest in and the contribution of property to any further limited or general partnerships, joint ventures or other relationships that it deems desirable; (x) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of litigation, incurring of legal expense and settlement of claims and litigation, litigation and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xi) the undertaking of any action in connection with the Partnership's direct or indirect investment in any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); and (xii) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the Managing Partner it may adopt. (cb) The Limited Partners agree that the Managing General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Limited Partners. (c) Without limiting the generality of the authority granted to the General Partner in Section 6.1(a), the General Partner shall provide accounting, administrative, management, marketing and promotion, property management, leasing, tenant coordination, development, construction management, renovation, redevelopment and rehabilitation services to the Partnership in its capacity as a Partner of the Partnership. (d) At all times from and after the date hereof, the Managing General Partner may cause the Partnership to obtain and maintain casualty, liability and other insurance on the properties of the Partnership. (e) At all times from and after the date hereof, the Managing General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the Managing General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

Management of Partnership. (a) The Partners hereby authorize the appointment of BHI as the Managing Partner of the Partnership. (b) The exclusive management and control of the business and affairs of the Partnership shall be vested in the Managing PartnerGeneral Partners. The powers of the General Partners shall include all powers, statutory or otherwise, possessed by or permitted to general partners under the laws of the State of Illinois. Each Partner hereby waives any and all claims such Partner may have against the Partnership or any other Partner for breach of fiduciary duty, duty or other similar responsibility or obligation. If there is more than one General Partner, the Partners shall elect one of the General Partners to be the "Managing General Partner," who shall be responsible for the day-to-day operations of the Partnership. (To the extent there is only one General Partner, all references in this Agreement to the Managing General Partner shall mean such General Partner.) The Managing General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partners, including, without limitation, the following: (i) the making of any expenditures, the lending or borrowing of money, the assumption, guarantee of or other contracting of indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the Partnership or the business or assets of the Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership or the merger or other combination of the Partnership with or into another entity; (iv) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose and on any terms it sees fit, including, without limitation, the financing of the conduct of the operations of the Managing General Partner or the Partnership, the lending of funds to other Persons and the repayment of obligations of the Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments that the Managing General Partner considers useful or necessary to the conduct of the Partnership's operations or the implementation of the Managing General Partner's powers under this Agreement, including management management, development or development operating agreements with respect to the Project; (vi) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement; (vii) the selection and dismissal of employees of the Partnership or the Managing General Partner and agents, outside attorneys, accountants, consultants and contractors of the Managing General Partner or the Partnership and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Partnership; (ix) the formation of or acquisition of an interest in and the contribution of property to any further limited or general partnerships, joint ventures or other relationships that it deems desirable; (x) the control of any matters affecting the rights and obligations of the Partnership, including the conduct of litigation, incurring of legal expense and settlement of claims and litigation, litigation and the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xi) the undertaking of any action in connection with the Partnership's direct or indirect investment in any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons); and (xii) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the Managing Partner it may adopt. (cb) The Limited Partners agree that the Managing General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Limited Partners. (c) Without limiting the generality of the authority granted to the Managing General Partner in Section 6.1(a), the Managing General Partner shall provide accounting, administrative, management, marketing and promotion, property management, leasing, tenant coordination, development, construction management, renovation, redevelopment and rehabilitation services to the Partnership in its capacity as a Partner of the Partnership. (d) At all times from and after the date hereof, the Managing General Partner may cause the Partnership to obtain and maintain casualty, liability and other insurance on the properties of the Partnership. (e) At all times from and after the date hereof, the Managing General Partner may cause the Partnership to establish and maintain working capital reserves in such amounts as the Managing General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.