Other Matters Concerning the General Partner. 5.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 5.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. 5.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder. 5.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 7 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Business Partners L.P.), Limited Partnership Agreement (Brookfield Business Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 6 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement so long as such action is not reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Eott Energy Canada Lp), Limited Partnership Agreement (Eott Energy Canada Lp), Limited Partnership Agreement (Ferrellgas Finance Corp)
Other Matters Concerning the General Partner. 5.8.1. 7.8.1 The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. 7.8.2 The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinionfaith.
5.8.3. 7.8.3 The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To 7.8.4 Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT, (ii) for the General Partner otherwise to satisfy the REIT Requirements, or (iii) to avoid the General Partner incurring any taxes under Code Section 857 or Code Section 4981, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Pacific Office Properties Trust, Inc.), Partnership Agreement (Arizona Land Income Corp), Limited Partnership Agreement (Arizona Land Income Corp)
Other Matters Concerning the General Partner. 5.8.19.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.29.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.39.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.49.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. 5.8.1 The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. 5.8.2 The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. 5.8.3 The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any 5.8.4 Any standard of care or duty imposed by this Agreement or under any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, D. Notwithstanding any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms other provisions of this Agreement or any other agreement contemplated hereby and to make nonmandatory provision of the Act, any action of the General Partner on behalf of the Partnership or any decision pursuant of the General Partner to refrain from acting on behalf of the authority prescribed Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of MGP to continue to qualify as a REIT or (ii) to avoid MGP incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated herebyand is deemed approved by all of the Limited Partners.
Appears in 4 contracts
Samples: Limited Partnership Agreement (MGM Growth Properties Operating Partnership LP), Limited Partnership Agreement (MGM Growth Properties LLC), Limited Partnership Agreement (MGM Growth Properties LLC)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated herebyso long as such action is reasonably believed by the General Partner to be in the best interests of the Partnership.
Appears in 4 contracts
Samples: Annual Report, Agreement of Limited Partnership (Teppco Partners Lp), Limited Partnership Agreement (Teppco Partners Lp)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted committed in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated herebyso long as such action is reasonably believed by the General Partner to be in the best interests of the Partnership.
Appears in 3 contracts
Samples: Agreement of Limited Partnership (Teppco Partners Lp), Limited Partnership Agreement (Teppco Partners Lp), Limited Partnership Agreement (Teppco Partners Lp)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it the General Partner, in its discretion, to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes believes, in its discretion, to be within such Person’s professional or expert competence shall be conclusively presumed to have been done undertaken or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done undertaken by the General Partner hereunder.
5.8.4. To (d) Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership that the General Partner determines is necessary or advisable in accordance with order (1) to protect the terms ability of the Parent to qualify as a REIT or the Partnership to be taxed as partnership for federal income tax purposes, (2) without limitation of the foregoing clause (1) or clause (3) following, for the Parent otherwise to satisfy the REIT Requirements or for the Partnership to satisfy the “qualifying income” requirement of Code Section 7704(c), or (3) without limitation of the foregoing clauses (1) or (2), to avoid the Parent incurring any federal income or excise taxes, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Ryman Hospitality Properties, Inc.), Second Amended and Restated Agreement of Limited Partnership (Gladstone Commercial Corp), Limited Partnership Agreement (GLADSTONE LAND Corp)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers advisors selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement Agreement, so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Felcor Lodging Trust Inc), Limited Partnership Agreement (Felcor Lodging Trust Inc), Agreement of Limited Partnership (Felcor Lodging L P)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely rely, and shall be protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinionfaith.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.. -40-
5.8.4. To D. Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Crescent Equities to achieve or maintain qualification as a REIT or (ii) to avoid the incurring by Crescent Equities of any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant is deemed approved by all of the Limited Partners, to the authority prescribed in this Agreement or any other agreement contemplated herebyextent such approval may be necessary.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted committed in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated herebyso long as such action is reasonably believed by the General Partner to be in the best interests of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Teppco Partners Lp), Limited Partnership Agreement (Teppco Partners Lp)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, D. Notwithstanding any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms other provisions of this Agreement or any other agreement contemplated hereby and to make non-mandatory provision of the Act, any action of the General Partner on behalf of the Partnership or any decision pursuant of the General Partner to refrain from acting on behalf of the authority prescribed in this Agreement or any other agreement contemplated hereby.Partnership,
Appears in 2 contracts
Samples: Limited Partnership Agreement (Amb Property Lp), Limited Partnership Agreement (Amb Property Corp)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Initial General Partner to continue to qualify as a REIT or (ii) to avoid the Initial General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Tanger Factory Outlet Centers Inc), Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, D. Notwithstanding any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms other provisions of this Agreement or any other agreement contemplated hereby and to make nonmandatory provision of the Act, any action of the General Partner on behalf of the Partnership or any decision pursuant of the General Partner to refrain from acting on behalf of the authority prescribed Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated herebyand is deemed approved by all of the Limited Partners.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Seritage Growth Properties), Limited Partnership Agreement (Seritage Growth Properties)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cedar Shopping Centers Inc), Limited Partnership Agreement (Cedar Income Fund LTD)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely rely, and shall be protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinionfaith.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Crescent Equities to achieve or maintain qualification as a REIT or (ii) to avoid the incurring by Crescent Equities of any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant is deemed approved by all of the Limited Partners, to the authority prescribed in this Agreement or any other agreement contemplated herebyextent such approval may be necessary.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Crescent Real Estate Equities Co), Limited Partnership Agreement (Crescent Real Estate Equities Co)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated herebyso long as such action is not inconsistent with the best interests of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Terra Nitrogen Co L P /De), Agreement of Limited Partnership (Terra Nitrogen Co L P /De)
Other Matters Concerning the General Partner. 5.8.1
9.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.29.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.39.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.49.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, request consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, it and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, modified waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement Agreement, so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (El Paso Corp/De), Limited Partnership Agreement (El Paso Energy Partners Lp)
Other Matters Concerning the General Partner. 5.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any Any standard of care or duty imposed by this Agreement or under any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, and other consultants and advisers advisors selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (1) to protect the ability of the General Partner to continue to qualify as a REIT, (2) for the General Partner otherwise to satisfy the REIT Requirements or (3) to avoid the General Partner incurring any taxes under Code Section 857 or Code Section 4981, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Invesco Agency Securities Inc.), Limited Partnership Agreement (Invesco Mortgage Capital Inc.)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, and other consultants and advisers advisors selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes believe to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To (d) Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modifiedon behalf of the Partnership, waived or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (1) to protect the ability of the General Partner to continue to qualify as a REIT, (2) for the General Partner otherwise to satisfy the REIT Requirements, or (3) for the General Partner to avoid incurring any taxes under Code Section 857 or Code Section 4981, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Aspen REIT, Inc.)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, request consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, it and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, modified waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement Agreement, so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gulfterra Energy Partners L P)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely upon and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counselcounsel (including, but not limited to, counsel who may be regular counsel to, or an employee of, the Partnership, the General Partner or any Affiliate thereof), accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, it and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of any such Persons Person as to matters that such the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed full and complete authorization and protection in respect to have been done any action taken or suffered or omitted by the General Partner hereunder in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall not provide any Limited Partner, in connection with such Limited Partner's Limited Partnership Interest, with any mandatory or discretionary right to purchase any type of security issued by the General Partner or its Affiliates.
(d) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney attorney- or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 1 contract
Samples: Limited Partnership Agreement
Other Matters Concerning the General Partner. 5.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)
Other Matters Concerning the General Partner. 5.8.19.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.29.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.39.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of the duly authorized officers or any of its general partner and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.49.8.4. To the fullest extent permitted by applicable Law, any Any standard of care or duty imposed by this Agreement or under any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of TFOC Inc. to continue to qualify as a REIT or (ii) to avoid TFOC Inc. incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
Other Matters Concerning the General Partner. 5.8.1. NY\5888591.8
A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Initial General Partner to continue to qualify as a REIT or (ii) to avoid the Initial General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, and other consultants and advisers advisors selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes believe to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (1) to protect the ability of the General Partner to continue to qualify as a REIT, (2) for the General Partner otherwise to satisfy the REIT Requirements, or (3) to avoid the General Partner incurring any taxes under Code Section 857 or Code Section 4981, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (MFResidential Investments, Inc.)
Other Matters Concerning the General Partner. 5.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brookfield Property Partners L.P.)
Other Matters Concerning the General Partner. 5.8.19.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.29.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.39.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers of the General Partner or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.49.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brookfield Property Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Irvine Apartment Communities L P)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion opinion of Counselcounsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers power, authority or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunderofficers.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care or duty imposed under the Act or any applicable to the General Partner law shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the power or authority prescribed in this Agreement Agreement, so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot opposed to, the best interests of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Atlantic Oklahoma Wind, LLC)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be -45- 53 conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care any duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot inconsistent with, the best interests of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Kinder Morgan Management LLC)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated herebyAgreement, so long as such action is reasonably believed by the General Partner to be in the best interests of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Lakehead Pipe Line Partners L P)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Initial General Partner to continue to qualify as a REIT or (ii) to avoid the Initial General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Tanger Factory Outlet Centers Inc)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.. NY\5888591.8
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Initial General Partner to continue to qualify as a REIT or (ii) to avoid the Initial General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Parent to continue to qualify as a REIT or (ii) to avoid Parent incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Pan Pacific Retail Properties Inc)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to avoid the General Partner incurring any taxes under Section 857 or 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Carramerica Realty Corp)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. If the fullest extent General Partner shall elect to delegate any of its duties, responsibilities and powers to CapStar as permitted by applicable Lawunder Section 7.1.A, any standard then the provisions of care this Section 7.9 applicable to the General Partner shall be modified, waived or limited equally applicable to CapStar as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated herebysuch delegate.
Appears in 1 contract
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to qualify as a REIT or (ii) to avoid the General Partner incurring any taxes under Section 857 or 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Carramerica Realty Corp)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the 51 authority prescribed in this Agreement or any other agreement contemplated herebyAgreement, so long as such action is reasonably believed by the General Partner to be in the best interests of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (Enbridge Energy Partners Lp)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion opinion of Counselcounsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers power, authority or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunderofficers.
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care applicable to or duty imposed under the General Partner Act or any Applicable Law shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the power or authority prescribed in this Agreement Agreement, so long as such action is reasonably believed by the General Partner to be in, or any other agreement contemplated herebynot opposed to, the best interests of the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To (d) Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership which the General Partner determines in accordance with its sole discretion is necessary or advisable in order (i) to protect the terms ability of the General Partner to continue to qualify as a REIT, (ii) for the General Partner otherwise to satisfy the REIT Requirements or (iii) to avoid the General Partner incurring any taxes under Code Section 857 or Code Section 4981, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Bellingham II Associates, L.L.C.)
Other Matters Concerning the General Partner. 5.8.15.7.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.25.7.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.35.7.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.45.7.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 1 contract
Samples: Limited Partnership Agreement (BPY Bermuda Holdings IV LTD)
Other Matters Concerning the General Partner. 5.8.19.8.1. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.29.8.2. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.39.8.3. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any duly authorized officers of the General Partner or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.
5.8.49.8.4. To the fullest extent permitted by applicable Law, any standard of care applicable to the General Partner shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of this Agreement or any other agreement contemplated hereby and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated hereby.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brookfield Property Partners L.P.)
Other Matters Concerning the General Partner. 5.8.1. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that such the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.. 49
5.8.4. To the fullest extent permitted by applicable Law, any (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable to the General Partner law, rule or regulation shall be modified, waived or limited as required to permit the General Partner to act in accordance with the terms of under this Agreement or any other agreement contemplated hereby by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement or any other agreement contemplated herebyAgreement, so long as such action is reasonably believed by the General Partner to be in the best interests of the Partnership.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Enbridge Energy Management L L C)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely rely, and shall be protected in acting or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinionfaith.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.. -40- 46
5.8.4. To D. Notwithstanding any other provision of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Crescent Equities to achieve or maintain qualification as a REIT or (ii) to avoid the incurring by Crescent Equities of any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant is deemed approved by all of the Limited Partners, to the authority prescribed in this Agreement or any other agreement contemplated herebyextent such approval may be necessary.
Appears in 1 contract
Samples: Limited Partnership Agreement (Crescent Real Estate Equities Co)
Other Matters Concerning the General Partner. 5.8.1. A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
5.8.2. B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
5.8.3. C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.
5.8.4. To D. Notwithstanding any other provisions of this Agreement or the fullest extent permitted by applicable LawAct, any standard action of care applicable to the General Partner shall be modified, waived on behalf of the Partnership or limited as required to permit any decision of the General Partner to act refrain from acting on behalf of the Partnership, undertaken in accordance with the terms good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Initial General Partner to continue to qualify as a REIT or (ii) to avoid the Initial General Partner incurring any taxes under NY\5888591.8 Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement or any other agreement contemplated hereby and to make any decision pursuant to is deemed approved by all of the authority prescribed in this Agreement or any other agreement contemplated herebyLimited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
