Common use of No Approval by Limited Partners Clause in Contracts

No Approval by Limited Partners. Except as provided in Section 7.11 or as may otherwise be provided in another agreement and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, each of the Limited Partners agrees that the General Partner is authorized to (i) execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership and (ii) execute and deliver any affidavit, agreement, certificate, consent, instrument, notice, power of attorney, waiver or other writing or document in the name and on behalf of the Partnership and to otherwise exercise any power of the General Partner under this Agreement and the LP Act on behalf of the Partnership, in each case without any further act, approval or vote of the Partners or any other Persons, notwithstanding any other provision of this Agreement, the LP Act or any Applicable Laws to the full extent permitted under the LP Act or other Applicable Laws, and, in the absence of any specific corporate action on the part of the General Partner to the contrary, the taking of any action or the execution of any such document or writing by an officer of the General Partner, in the name and on behalf of the General Partner, in its capacity as the general partner of the Partnership, shall conclusively evidence (a) the approval thereof by the General Partner, in its capacity as the general partner of the Partnership, (b) the General Partner’s determination that such action, document or writing is necessary, advisable, appropriate, desirable or prudent to conduct the business and affairs of the Partnership, exercise the powers of the Partnership under this Agreement and the LP Act or effectuate the purposes of the Partnership, or any other determination by the General Partner required by this Agreement in connection with the taking of such action or execution of such document or writing, and (c) the authority of such officer with respect thereto. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity.