Overall Authority. Subject to any limitations expressly set forth in this Agreement, including without limitation Section 7.3 hereof, the General Partner shall perform or cause to be performed, at the Partnership’s expense, management of the assets and business operations of the Partnership, and is expressly authorized on behalf of the Partnership to:
(a) Perform and carry out the business and purpose of the Partnership and the duties delegated the General Partner in accordance with the terms of this Agreement;
(b) Maintain all necessary Partnership books and records; commence litigation or defense of the same; settle any litigation involving the Partnership; and establish bank accounts as provided in Section 11.6 in which all Partnership funds shall be deposited and from which payments shall be made;
(c) Procure and maintain with responsible companies such insurance as may be available in such amounts and covering such risks as are deemed appropriate by the General Partner;
(d) Execute and deliver, on behalf of and in the name of the Partnership, contracts, agreements and other documents, including, without limitation, agreements with Partners or third parties providing for the management of the Partnership’s business;
(e) Coordinate all accounting and clerical functions of the Partnership and employ such accountants, lawyers, engineers and other management or service personnel as may from time to time be required to carry on the business of the Partnership;
(f) File tax returns and make any and all elections on behalf of the Partnership as provided under the Code, including, without limitation, any election to adjust the basis of its assets pursuant to Sections 754, 734(b) and 743(b) of the Code;
(g) Do such acts, undertake such proceedings and exercise such rights and privileges specifically to (i) obtain an assignment of and assume all obligations under the contract to acquire the Land, (ii) acquire the Land, (iii) fulfill all obligations and execute all transactions contemplated by the contract to acquire the Land, (iv) construct the Improvements, and (v) otherwise develop and operate the Property as contemplated per the Development Budget including expending the amounts per such budget, and contracting with such architects, engineers and other consultants as the General Partner may determine to be necessary or desirable;
(h) Cause the Partnership to obtain the Construction Loan from the Construction Lender on such terms as the General Partner shall deem advisable in it...
Overall Authority. (a) Subject to the terms and provisions of Sections 6.1(b) and 6.2 hereof, the management of the Company shall be vested in the Members in accordance with the Act; provided, however, that notwithstanding the power and authority thereby provided the Members hereby agree to exercise such management powers and responsibilities, make decisions and delegate authority in accordance with the specific provisions of this Agreement including, without limitation, the terms and provisions of Sections 6.1(b) and 6.2 hereof.
(i) Subject to the terms and provisions of Section 6.2 hereof, the overall management and control of the business and affairs of the Company, and the right and authority to make all decisions and elections on behalf of the Company, shall be exercised solely by the Managing Member. The Managing Member, except as otherwise provided in this Agreement, shall have the sole right and authority, in its sole discretion, to exercise management powers and authority to act for the Company, to carry out the purposes of the Company described in Section 2.6 hereof and to bind the Company and any third party dealing with the Company. The Managing Member shall exercise its responsibility and duties to the Company subject to the need to preserve its tax-exempt status (if the Managing Member is a tax-exempt entity) and shall meet the tax-exempt requirements of any tax-exempt Member with respect to its Interest in the Company with the highest level of fiduciary duty of care and loyalty to the Company and shall take all actions in good faith consistent with such duties. The Managing Member shall promptly provide the other Members with copies of all notices, communications and correspondence with respect to (a) any litigation or settlement of any litigation involving the Company, (b) any matter between the Company and the IRS, (c) any matter or issue relating to the Premises and a violation of, or the compliance with, any Environmental Law, (d) any material issue or a default by the Company under any Major Contract and (e) any other matter requested by any Member at the cost of such Member.
(ii) The Managing Member shall have the right, at any time in which Edison is a Member and upon thirty (30) days' prior written notice to Edison and any other Member, to delegate, in whole or in part, to Edison the Managing Member's responsibilities (but not the Managing Member's authority) set forth in Sections 6.3(a), 7.1 and 9.1 of this Agreement. Notwithstanding any such delegati...
