Management of the Limited Partnership. (a) Powers and Duties of the General Partner Other than rights and powers expressly reserved to the Limited Partner by this Agreement and except as provided herein, the exclusive management and control of the Purposes and affairs of the Limited Partnership shall be vested in the General Partner. The powers of the General Partner shall include all powers, statutory or otherwise, possessed by or permitted to general partners of limited partnerships under the laws of the province of Manitoba. The General Partner shall have all power and authority to do all things deemed necessary or desirable by it to conduct the affairs of the Limited Partnership, including the ability to engage agents to do the same, for and on behalf of the Limited Partnership. In so doing, the General Partner has all of the rights and powers of a general partner as provided by law and any action taken by the General Partner will constitute the act of and shall serve to bind the Limited Partnership. The power of the General Partner to represent the Limited Partnership in dealings with third parties is unrestricted insofar as third parties are concerned and no Person dealing with the Limited Partnership will be required to inquire into the authority of the General Partner to take any act or proceeding, to make any decision or to execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Limited Partnership.
Management of the Limited Partnership. Except as may otherwise expressly be provided in this Agreement and/or the Limited Partnership Agreement, the Limited Partnership Agreement shall be managed exclusively by YPHLLC as the General Partner of the Limited Partnership (the “General Partner”). To the extent that any provision of this Agreement or the Limited Partnership Agreement or applicable law requires or authorizes the Limited Partnership to perform any obligation, make any determination, give any notice, exercise any right or take any action, YPHLLC shall in its capacity as General Partner of the Limited Partnership be required or authorized to do so on behalf of the Limited Partnership. In doing so, YPHLLC shall, in accordance with the provisions of this Agreement and the Limited Partnership Agreement, as the General Partner, conduct the business and operations of the Limited Partnership, the General Partnership and the Newspapers (including incurring indebtedness of the Limited Partnership and/or General Partnership) in a manner which it believes, in the good faith exercise of business judgment, is in the best interest of the overall economic performance of the Limited Partnership, the General Partnership and the Newspapers considered together and does not have a material adverse impact on the cash flow of the Limited Partnership or the Limited Partnership’s ability to make on a timely basis the cash distributions to YDPC contemplated by Section V X (1) through (3) hereof. Subject to the foregoing, YPHLLC may, subject to such express limitations as may be provided in this Agreement and/or the Limited Partnership Agreement, make reasonable distinctions among the Newspapers regarding the non-editorial business, operations and promotion of each of them that are intended to enhance such overall economic performance. YPHLLC shall have no liability to the Limited Partnership, the General Partnership, YDPC or any other limited partner of the Limited Partnership for any action it may take or fail to take in the absence of bad faith or willful misconduct. Throughout the term of this Agreement, YPHLLC shall also cause the Limited Partnership’s subsidiary, YNHLC, to license to the General Partnership, on a royalty-free basis, all of its interest in all intangible assets related to the York Daily Record (other than York Daily Record masthead and all related trademarks, service marks and URL’s).
Management of the Limited Partnership. The General Partner shall be the sole general partner of the Limited Partnership and shall have exclusive authority to manage, control, administer and operate the Business and affairs of the Limited Partnership and, subject to section 6.6, to make all decisions regarding the Business. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law (and without limited the generality of the foregoing shall have the right, power, and authority to grant mortgages and other security interests over the Property to lenders of the Limited Partnership), and any action taken by the General Partner shall constitute the act of and serve to bind the Limited Partnership. In dealing with the General Partner acting on behalf of the Limited Partnership, no Person shall be required to inquire into the authority of the General Partner to bind the Limited Partnership. Persons dealing with the Limited Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, the General Partner shall not be responsible for providing property management services of the type ordinarily provided by a property management company for properties similar to the Property and it is acknowledged that these duties will be provided for by a fee-for-service property manager engaged by the General Partner on behalf of the Limited Partnership.
Management of the Limited Partnership. The Limited Partnership shall be managed exclusively by YNI as the Managing General Partner of the Limited Partnership. To the extent that any provision of this Agreement or the Limited Partnership Agreement or applicable law requires or authorizes the Limited Partnership to perform any obligation, make any determination, give any notice, exercise any right or take any action, YNI shall in its capacity as Managing General Partner of the Limited Partnership be required or authorized to do so on behalf of the Limited Partnership. In doing so, YNI shall as the Managing General Partner conduct the business and operations of the Limited Partnership, the General Partnership and the Newspapers (including incurring indebtedness of the Limited Partnership and/or General Partnership) in a manner which it believes, in the good faith exercise of business judgment, is in the best interest of the overall economic performance of the Limited Partnership, the General Partnership and the Newspapers considered together and does not have a material adverse impact on the cash flow of the Limited Partnership or the Limited Partnership's ability to make on a timely basis the cash distributions to YDPC contemplated by Section X X (1) through (3) hereof. Subject to the foregoing, YNI may make reasonable distinctions among the Newspapers regarding the non-editorial business, operations and promotion of each of them that are intended to enhance such overall economic performance. YNI shall have no liability to the Limited Partnership, the General Partnership or YDPC for any action it may take or fail to take in the absence of bad faith or willful misconduct. Throughout the term of this Agreement, YNHI shall also cause its subsidiary YNHLC to license to the General Partnership, on a royalty-free basis, all of its interest in all intangible assets related to the York Daily Record (other than York Daily Record masthead and all related trademarks, service marks and URL's).
