Overall Management and Control. The General Partner shall have full, exclusive and complete discretion in the management and control of the Partnership for the purposes set forth in Article 3. Such discretion shall include, without limitation, the right to cause the Partnership to do the following and to perform any of the following on behalf of the Partnership: a. Acquire ownership to the Property in the name of the Partnership pursuant to the terms of the Purchase Agreement. b. Perform any and all acts necessary to carry out any and all agreements entered into or required in connection with the Purchase Agreement and to pay all sums due pursuant thereto c. Expend funds, including profits, in furtherance of the Partnership's business and the development of the Project. d. Employ, on behalf of the Partnership and in connection with the Project, individuals, firms and corporations, and professionals on such terms and for such "compensation as the General Partner shall, in its reasonable discretion, determine. e. Do all acts and things which, in the General Partner's judgment, are necessary or desirable for the proper management of the Partnership, the Property, the Project and/or its other assets. f. Compromise, mediate, submit to arbitration, xxx or defend any and all claims for or against the Partnership. g. Make or revoke any election permitted the Partnership by any taxing authority. The General Partner is hereby specifically authorized to act as the "Tax Matters Partner" under the Internal Revenue Code and in any similar capacity under state and/or local law. h. In the ordinary course of the Partnership business, buy, sell, transfer, assign, convey, lease or sublet portions of the Property or assets on behalf of the Partnership, upon such terms and conditions and for such consideration as the General Partner may determine; however, such authority shall not include a sale of all of the Property or substantially all of the assets or the Project, and such authority is subject to the limitations set forth in Section 7.2. i. Obtain a written lending commitment and to borrow funds for the Partnership purposes for acquisition of the Property and development and construction of the Project and subsequent thereto refinance any such loans or mortgages on behalf of the General Partner and/or the Partnership upon terms and upon such security as the General Partner shall determine. j. Disseminate financial and other reports to the Limited Partner on a quarter annual basis. k. Maintain or cause to be maintained proper books and records of the Partnership. l. Assist the accountants for the Partnership in the preparation of financial statements and tax returns. m. Execute and file necessary certificates and other Partnership documents including any amendment thereto. n. To invest funds of the Partnership, including funds held as reserves, in certificates of deposit, interest-bearing, time deposits in state or national banks; in United States Government securities; in bank repurchase agreements, bankers' acceptances or money market funds, as the General Partner may, from time to time, deem to be in the best interests of the Partnership. o. To acquire, enter into and pay for any contract of insurance which the General Partner reasonably deems necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purpose beneficial to the Partnership. p. To employ attorneys, brokers, consultants, managers and accountants on behalf of the Partnership, including affiliates of the General Partner. q. To establish reasonable reserve funds from income derived from the Partnership's operations or from capital transactions to provide for future requirements of the Partnership. r. To perform or cause to be performed all of the Partnership's obligations under any agreement to which the Partnership is a party. s. To make, execute and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements, including agreements with regulatory agencies, that may be necessary or appropriate to carry out the powers herein granted. t. Perform any and all acts and execute any and all documents as the General Partner, shall deem necessary or appropriate to carry out the purposes of the Partnership. u. Borrow funds in the name of the Partnership from the General Partner, or from affiliates of the General Partner, provided however, that all repayments of principal and interest on such loans shall be subordinate to all the provisions of this Agreement relating to the preferred return to be paid to the Limited Partner. v. Subject to the requirements and restrictions of this Agreement, borrow funds in the name of the Partnership from institutional or private lenders on such terms and conditions as are common in the market place, and give such security as is necessary to effectuate such loans, provided that the rights to distributions of the Limited Partner provided for in Article IX are not adversely affected or modified. The General Partner agrees to manage and control the affairs of the Partnership to the best of its ability, and to conduct the operations contemplated under this Agreement in a careful and prudent manner and in accordance with good industry practice. Except as otherwise provided herein, all Partnership decisions shall be made by the General Partner. The General Partner shall devote such time as, in its discretion, may be necessary for the proper performance of its duties hereunder, and may subcontract to others any portion of its management duties hereunder, but such subcontracting shall not relieve the General Partner from its supervisory obligations and responsibilities set forth herein.
Appears in 1 contract
Overall Management and Control. The General Partner shall have full, exclusive and complete discretion in the management and control of the Partnership for the purposes set forth in Article Section 3. Such discretion shall include, without limitation, the right to cause the Partnership to do the following and to perform any of the following on behalf of the Partnership:
a. Acquire ownership to the Property in the name of the Partnership pursuant to the terms of the Purchase Agreement.
b. Perform any and all acts necessary to carry out any and all agreements entered into or required in connection with the Purchase Agreement and to pay all sums due pursuant thereto.
c. Expend funds, including profits, in furtherance of the Partnership's business and the development of the Project.
d. Employ, on behalf of the Partnership and in connection with the Project, individuals, firms and corporations, and professionals on such terms and for such "compensation as the General Partner shall, in its reasonable discretion, determine.
e. Do all acts and things which, in the General Partner's judgment, are necessary or desirable for the proper management of the Partnership, the Property, the Project and/or its other assets.
f. Compromise, mediate, submit to arbitration, xxx sue or defend any and all claims for or against the Partnership.
g. Make or revoke any election permitted the Partnership by any taxing authority. The General Partner is hereby specifically authorized to act as the "Tax Matters Partner" under the Internal Revenue Code and in any similar capacity under state and/or local law.
h. In the ordinary course of the Partnership business, buy, sell, transfer, assign, convey, lease or sublet portions of the Property property or assets on behalf of the Partnership, upon such terms and conditions and for such consideration as the General Partner may determine; however, such authority shall not include a sale of all of the Property or substantially all of the assets or the Project, and such authority is subject to the limitations set forth in Section 7.2.
i. Obtain a written lending commitment and to borrow funds for the Partnership purposes for acquisition of the Property and development and construction of the Project and subsequent thereto refinance any such loans or mortgages on behalf of the General Partner and/or the Partnership upon terms and upon such security as the General Partner shall determine.
j. Disseminate financial and other reports to the Limited Partner on a quarter annual basisPartners.
k. Maintain or cause to be maintained proper books and records of the Partnership.
l. Assist the accountants Accountants for the Partnership in the preparation of financial statements and tax returns.
m. Execute and file necessary certificates and other Partnership documents including any amendment thereto.
n. To invest funds of the Partnership, including funds held as reserves, in certificates of deposit, interest-bearing, bearing time deposits in state or national banks; in United States Government securities; in bank repurchase agreements, bankers' acceptances or money market funds, as the General Partner may, from time to time, deem to be in the best interests of the Partnership.
o. To acquire, enter into and pay for any contract of insurance which the General Partner reasonably deems necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purpose beneficial to the Partnership.
p. To employ attorneys, brokers, consultants, managers and accountants on behalf of the Partnership, including affiliates of the General Partner.
q. To establish reasonable reserve funds from income derived from the Partnership's operations or from capital transactions to provide for future requirements of the Partnership.
r. To perform or cause to be performed all of the Partnership's obligations under any agreement to which the Partnership is a party.
s. To make, execute and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements, including agreements with regulatory agencies, that may be necessary or appropriate to carry out the powers herein granted.
t. Perform any and all acts and execute any and all documents as the General Partner, Partner shall deem necessary or appropriate to carry out the purposes of the Partnership.
u. Borrow funds in the name of the Partnership from the General Partner, or from affiliates of the General Partner, provided however, that all repayments of principal and or interest on such loans shall be subordinate to all the provisions of this Agreement relating to the preferred return to be paid to the Limited Partner.
v. Subject to the requirements and restrictions of this Agreement, borrow funds in the name of the Partnership from institutional or private lenders on such terms and conditions as are common in the market place, and give such security as is necessary to effectuate such loans, provided that the rights to distributions of the Limited Partner provided for in Article IX are not adversely affected or modified. The General Partner agrees to manage and control the affairs of the Partnership to the best of its ability, and to conduct the operations contemplated under this Agreement in a careful and prudent manner and in accordance with good industry practice. Except as otherwise provided herein, all Partnership decisions shall be made by the General Partner. The General Partner shall devote such time as, in its discretion, may be necessary for the proper performance of its duties hereunder, and may subcontract to others any portion of its management duties hereunder, but such subcontracting shall not relieve the General Partner from its supervisory obligations and responsibilities set forth herein.
Appears in 1 contract
Overall Management and Control. The General Partner shall have full, exclusive and complete discretion in the management and control of the Partnership for the purposes set forth in Article Section 3. Such discretion shall include, without limitation, the right to cause the Partnership to do the following and to perform any of the following on behalf of the Partnership:
a. Acquire ownership to the Property in the name of the Partnership pursuant to the terms of the Purchase Agreement.
b. Perform any and all acts necessary to carry out any and all agreements entered into or required in connection with the Purchase Agreement and to pay all sums due pursuant thereto
c. Expend funds, including profits, in furtherance of the Partnership's business and the development of the Project.
d. Employ, on behalf of the Partnership and in connection with the Project, individuals, firms fees and corporations, and professionals on such terms and for such "compensation as the General Partner shall, in its reasonable discretion, determine.
e. Do all acts and things which, in the General Partner's judgment, are necessary or desirable for the proper management of the Partnership, the Property, the Project and/or its other assets.
f. Compromise, mediateMEDIATE, submit to arbitration, xxx or defend any and all claims for or against the Partnership.
g. Make or revoke any election permitted the Partnership by any taxing authority. The General Partner is hereby specifically authorized to act as the "Tax Matters Partner" under the Internal Revenue Code and in any similar capacity under state and/or local law.
h. In the ordinary course of the Partnership business, buy, sell, transfer, assign, convey, lease or sublet portions of the Property property or assets on behalf of the Partnership, upon such terms and conditions and for such consideration as the General Partner may determine; however, such authority shall not include a sale of all of the Property or substantially all of the assets or the Project, and such authority is subject to the limitations set forth in Section 7.2.
i. Obtain a written lending commitment and to borrow funds for the Partnership purposes for acquisition of the Property and development and construction of the Project and subsequent thereto refinance any such loans or mortgages on behalf of the General Partner and/or the Partnership upon terms and upon such security as the General Partner shall determine.
j. Disseminate financial and other reports to the Limited Partner on a quarter annual basisPartners.
k. Maintain or cause to be maintained proper books and records of the Partnership.
l. I. Assist the accountants for the Partnership in the preparation of financial statements and tax returns.
m. Execute and file necessary certificates and other Partnership documents including any amendment thereto.
n. To invest funds of the Partnership, including funds held as reserves, in certificates of deposit, interest-bearing, time deposits in state or national banks; in United States Government securities; in bank repurchase agreements, bankers' acceptances or money market funds, as the General Partner may, from time to time, deem to be in the best interests of the Partnership.
o. To acquire, enter into and pay for any contract of insurance which the General Partner reasonably deems necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purpose beneficial to the Partnership.
p. To employ attorneys, brokers, consultants, managers and accountants on behalf of the Partnership, including affiliates of the General Partner.
q. To establish reasonable reserve funds from income derived from the Partnership's operations or from capital transactions to provide for future requirements of the Partnership.
r. To perform or cause to be performed all of the Partnership's obligations under any agreement to which the Partnership is a party.
s. To make, execute and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements, including agreements with regulatory agencies, that may be necessary or appropriate to carry out the powers herein granted.
t. Perform any and all acts and execute any and all documents as the General Partner, shall deem necessary or appropriate to carry out the purposes of the Partnership.
u. Borrow funds in the name of the Partnership from the General Partner, or from affiliates of the General Partner, provided however, that all repayments of principal and interest on such loans shall be subordinate to all the provisions of this Agreement relating to the preferred return to be paid to the Limited Partner.
v. Subject to the requirements and restrictions of this Agreement, borrow funds in the name of the Partnership from institutional or private lenders on such terms and conditions as are common in the market place, and give such security as is necessary to effectuate such loans, provided that the rights to distributions of the Limited Partner provided for in Article IX are not adversely affected or modified. The General Partner agrees to manage and control the affairs of the Partnership to the best of its ability, and to conduct the operations contemplated under this Agreement in a careful and prudent manner and in accordance with good industry practice. Except as otherwise provided herein, all Partnership decisions shall be made by the General Partner. The General Partner shall devote such time as, in its discretion, may be necessary for the proper performance of its duties hereunder, and may subcontract to others any portion of its management duties hereunder, but such subcontracting shall not relieve the General Partner from its supervisory obligations and responsibilities set forth herein.
Appears in 1 contract
Overall Management and Control. The General Partner shall have full, exclusive and complete discretion in the management and control of the Partnership for the purposes set forth in Article 3. Such discretion shall include, without limitation, the right to cause the Partnership to do the following and to perform any of the following on behalf of the Partnership:
a. Acquire ownership to the Property in the name of the Partnership pursuant to the terms of the Purchase Agreement.
b. Perform any and all acts necessary to carry out any and all agreements entered into or required in connection with the Purchase Agreement and to pay all sums due pursuant thereto
c. Expend funds, including profits, in furtherance of the Partnership's business and the development of the Project.
d. Employ, on behalf of the Partnership and in connection with the Project, individuals, firms and corporations, and professionals on such terms and for such "compensation as the General Partner shall, in its reasonable discretion, determine.
e. Do all acts and things which, in the General Partner's judgment, are necessary or desirable for the proper management of the Partnership, the Property, the Project and/or its other assets.
f. Compromise, mediate, submit to arbitration, xxx or defend any and all claims for or against the Partnership.
g. Make or revoke any election permitted the Partnership by any taxing authority. The General Partner is hereby specifically authorized to act as the "Tax Matters Partner" under the Internal Revenue Code and in any similar capacity under state and/or local law.
h. In the ordinary course of the Partnership business, buy, sell, transfer, assign, convey, lease or sublet portions of the Property or assets on behalf of the Partnership, upon such terms and conditions and for such consideration as the General Partner may determine; however, such authority shall not include a sale of all of the Property or substantially all of the assets or the Project, and such authority is subject to the limitations set forth in Section 7.2.
i. Obtain a written lending commitment and to borrow funds for the Partnership purposes for acquisition of the Property and development and construction of the Project and subsequent thereto refinance any such loans or mortgages on behalf of the General Partner and/or the Partnership upon terms and upon such security as the General Partner shall determine.
j. Disseminate financial and other reports to the Limited Partner on a quarter annual basis.
k. Maintain or cause to be maintained proper books and records of the Partnership.
l. Assist the accountants for the Partnership in the preparation of financial statements and tax returns.
m. Execute and file necessary certificates and other Partnership documents including any amendment thereto.
n. To invest funds of the Partnership, including funds held as reserves, in certificates of deposit, interest-bearing, time deposits in state or national banks; in United States Government securities; in bank repurchase agreements, bankers' acceptances or money market funds, as the General Partner may, from time to time, deem to be in the best interests of the Partnership.
o. To acquire, enter into and pay for any contract of insurance which the General Partner reasonably deems necessary and proper for the protection of the Partnership, for the conservation of the assets of the Partnership, or for any purpose beneficial to the Partnership.
p. To employ attorneys, brokers, consultants, managers and accountants on behalf of the Partnership, including affiliates of the General Partner.
q. To establish reasonable reserve funds from income derived from the Partnership's operations or from capital transactions to provide for future requirements of the Partnership.
r. To perform or cause to be performed all of the Partnership's obligations under any agreement to which the Partnership is a party.
s. To make, execute and deliver any and all documents of transfer and conveyance and any and all other instruments and agreements, including agreements with regulatory agencies, that may be necessary or appropriate to carry out the powers herein granted.
t. Perform any and all acts and execute any and all documents as the General Partner, shall deem necessary or appropriate to carry out the purposes of the Partnership.
u. Borrow funds in the name of the Partnership from the General Partner, or from affiliates of the General Partner, provided however, that all repayments of principal and interest on such loans shall be subordinate to all the provisions of this Agreement relating to the preferred return to be paid to the Limited Partner.
v. Subject to the requirements and restrictions of this Agreement, borrow funds in the name of the Partnership from institutional or private lenders on such terms and conditions as are common in the market place, and give such security as is necessary to effectuate such loans, provided that the rights to distributions of the Limited Partner provided for in Article IX are not adversely affected or modified. The General Partner agrees to manage and control the affairs of the Partnership to the best of its ability, and to conduct the operations contemplated under this Agreement in a careful and prudent manner and in accordance with good industry practice. Except as otherwise provided herein, all Partnership decisions shall be made by the General Partner. The General Partner shall devote such time as, in its discretion, may be necessary for the proper performance of its duties hereunder, and may subcontract to others any portion of its management duties hereunder, but such subcontracting shall not relieve the General Partner from its supervisory obligations and responsibilities set forth herein.
Appears in 1 contract
