Powers and Duties of General Partner. (a) The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided and subject to Sections 8.3 and 8.4 hereof, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Except as otherwise expressly provided herein and subject to Sections 8.3 and 8.4 hereof, the General Partner shall exercise all of the powers of the Partnership and have specifically, without limiting the foregoing, the right, power and authority: (i) To manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair, maintain, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the business or purposes of the Partnership; (ii) To acquire, directly or indirectly, interests in real estate of any kind and of any type, and any and all kinds of interests therein and interests in Entities investing therein, and to determine the manner in which title thereto is to be held; to manage (directly or through property managers), insure against loss, protect and subdivide any of the real estate, interests therein or parts thereof; to improve, develop or redevelop any such real estate; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to re-subdivide, to contract to sell, to grant options to purchase or lease, to sell on any terms; to convey, to mortgage, pledge or otherwise encumber said property, or any part thereof; to lease said property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange said real property, or any part thereof, for other real or personal property; to collect all rental and other income accruing to the Partnership; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to said property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on said premises; to insure any Person having an interest in or responsibility for the care, management or repair of such property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey the real estate held in such land trust or to execute and deliver deeds, mortgages, notes, and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; to execute assignments of all or any part of the beneficial interest in such land trust; (iii) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary or appropriate by the General Partner for the operation and management of the Partnership business, including but not limited to, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others; (iv) To enter into, make, amend, perform and carry out or cancel and rescind, contracts and other obligations on behalf of the Partnership and to cause all Administrative Expenses to be paid; (v) To borrow money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure, from any Person, credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature (including interest rate swaps, caps and xxxxxx) with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, credit, obligation or liability; (vi) To pledge, hypothecate, mortgage, assign, deposit; deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security, or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which the General Partner may deem necessary, proper or advisable to effect or accomplish any of the foregoing or to carry out the business and purposes of the Partnership; (vii) To sell or otherwise dispose of any or all assets of the Partnership; (viii) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership, for the conservation of the Partnership's assets or for any purpose convenient or beneficial to the Partnership and to settle claims under such insurance; (ix) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into, or from any account in the Partnership's name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; to pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership and to seek to reduce the same; to invest all monies of the Partnership; (x) To demand, xxx for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, with or without security; (xi) To confess judgment against the Partnership; (xii) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed including, without limitation, the execution and delivery on behalf of the Partnership of notes, mortgages, deeds of trust and like instruments; (xiii) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements, and other contractual obligations and arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to be submitted to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (xiv) To maintain the Partnership's books and records; (xv) To prepare and deliver, or cause to be prepared and delivered by the Partnership's accountants, all financial and other reports with respect to the operations of the Partnership, and all federal and state tax returns and reports; (xvi) To act in any state or nation in which the Partnership may lawfully act, for itself or as principal, agent or representative for any Person, including the Partnership, with respect to any business of the Partnership; (xvii) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company; (xviii) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same; (xix) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership; (xx) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership's assets, including the establishment of reserves; (xxi) To exercise all rights, and to perform all duties, responsibilities and obligations, granted to or required of the General Partner by this Agreement; (xxii) In general, to exercise all of the general rights, privileges and powers permitted to be had and exercised by the provisions of the Act; and (xxiii) To issue additional classes or series of Partnership Interests or Partnership Units. (b) Notwithstanding Section 8.2(a), the Management Company, as and to the extent determined by the General Partner, may (i) provide the Partnership with all office space and administrative services needed by the Partnership in the ordinary course of its business, and (ii) perform all of its duties under management contracts entered into for the management of Properties. All costs and expenses of the Management Company so incurred, such as for office rent, telephone, postage, travel and entertainment, and compensation of officers and employees and other overhead shall be borne by the Management Company out of the management fees payable under its management contracts and shall not be separately charged back to the Partnership, except for compensation and other related expenses of property management and maintenance personnel that are permitted under a management contract to be charged against a Property.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brandywine Realty Trust)
Powers and Duties of General Partner. (a) The General Partner shall be responsible for the management of the Partnership's ’s business and affairs. Except as otherwise herein expressly provided provided, and subject to Sections 8.3 the limitations contained in Section 2.3, Section 6.3 and 8.4 Section 6.4 hereof, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Except as otherwise expressly provided herein herein, and subject to Sections 8.3 2.3 and 8.4 6.3 and 6.4 hereof, the General Partner shall exercise all of the powers of the Partnership and have specifically, without limiting the foregoing, the right, power and authority:
(ia) To manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair, maintain, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the business or purposes of the Partnership;
(ii) To acquire, directly or indirectly, interests in real estate of any kind and of any type, and any and all kinds of interests therein and interests in Entities investing therein, and to determine the manner in which title thereto is to be held; to manage (directly or through property managers), insure against loss, loss and protect and subdivide the Property or any of the real estate, interests therein or parts portion thereof; to improve, develop or redevelop any such real estatethe Property; to participate in the ownership ownership, redevelopment and development expansion of any propertythe Property; to dedicate for public use, to vacate any subdivisions or parts thereof, to re-subdivide, to contract to sell, to grant options to purchase or lease, to sell on any terms; to convey, to mortgage, pledge or otherwise encumber said propertythe Property, or any part portion thereof, but only in accordance with Section 2.3 hereof; to lease said property the Property or any part portion thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange said real property, or any part thereof, for other real or personal property; to collect all rental and other income accruing to the Partnershipleases; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to said property the Property or any part portion thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on said premisesthe Property; to insure any Person having an interest in or responsibility for the care, management or repair of such property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey the real estate held in such land trust or to execute and deliver deeds, mortgages, notes, and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; to execute assignments of all or any part of the beneficial interest in such land trustsaid Property;
(iiib) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary or appropriate by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers brokers, placement agents, financial advisors and others, the General Partner agreeing to employ at all times a sufficient number of employees in light of its contemplated business operations;
(ivc) To enter into, make, amend, perform and carry out or cancel and rescind, into contracts and other obligations on behalf of the Partnership in accordance with Sections 2.3 and to cause all Administrative Expenses to be paid6.4 hereof;
(vd) To borrow money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure, from any Person, credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature (including interest rate swaps, caps and xxxxxx) with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, credit, obligation or liability;
(vi) To pledge, hypothecate, mortgage, assign, deposit; deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security, or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which the General Partner any attorney may deem necessary, proper or advisable to effect or accomplish any of the foregoing or to carry out the business and purposes of the Partnershipadvisable;
(vii) To sell or otherwise dispose of any or all assets of the Partnership;
(viiie) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the PartnershipPartnership or any Affiliate thereof, for the conservation of the Partnership's ’s assets or for any purpose convenient or beneficial to the Partnership and to settle claims under such insuranceor any Affiliate thereof;
(ixf) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into, into or from any account in the Partnership's ’s name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; to pay all taxesprovided, assessmentshowever, rents and other impositions applicable to that in no event in connection with any of the assets foregoing shall the accounts or funds of the Partnership be commingled with the accounts or funds of any other Person and to seek to reduce the same; to invest Partnership shall at all monies of the Partnershiptimes pay its own liabilities from Partnership funds;
(xg) To demand, xxx for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, enforce or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, terms with or without security;
(xi) To confess judgment against the Partnership;
(xiih) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed including, without limitation, the execution and delivery on behalf of the Partnership of notes, mortgages, deeds of trust and like instrumentsclosed;
(xiiii) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements, arrangements and other contractual obligations and arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to be submitted to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations;
(xivj) To maintain the Partnership's ’s books and records;; and
(xvk) To prepare and deliver, or cause to be prepared and delivered by the Partnership's accountantsprepared, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all federal and state tax returns and reports;
(xvi) To act in any state or nation in which . Except as otherwise provided herein, to the Partnership may lawfully act, for itself or as principal, agent or representative for any Person, including extent the Partnership, with respect to any business of the Partnership;
(xvii) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company;
(xviii) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same;
(xix) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership;
(xx) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership's assets, including the establishment of reserves;
(xxi) To exercise all rights, and to perform all duties, responsibilities and obligations, granted to or required duties of the General Partner by this Agreement;
(xxii) In general, to exercise all require expenditures of the general rights, privileges and powers permitted funds to be had and exercised by the provisions of the Act; and
(xxiii) To issue additional classes or series of Partnership Interests or Partnership Units.
(b) Notwithstanding Section 8.2(a)paid to third parties, the Management Company, as and General Partner shall not have any obligations hereunder except to the extent determined by that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, may (i) provide in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership. Nothing contained in this Section 6.2 shall authorize the General Partner to take any action which would be in violation of Section 2.3 or Section 6.4. Notwithstanding any other provision of this Agreement, the Bankruptcy of the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership with all office space and administrative services needed by upon the occurrence of such an event, the Partnership shall continue without dissolution. This Section 6.2, together with the definition of “Bankruptcy” set forth in this Agreement, is intended to and shall supersede any events of withdrawal set forth in the ordinary course of its business, and (ii) perform all of its duties under management contracts entered into for the management of Properties. All costs and expenses of the Management Company so incurred, such as for office rent, telephone, postage, travel and entertainment, and compensation of officers and employees and other overhead shall be borne by the Management Company out of the management fees payable under its management contracts and shall not be separately charged back to the Partnership, except for compensation and other related expenses of property management and maintenance personnel that are permitted under a management contract to be charged against a PropertyAct.
Appears in 1 contract
Powers and Duties of General Partner. (a) The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided provided, and subject to Sections 8.3 and 8.4 hereofthe limitations contained in Section 6.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Except as otherwise expressly provided herein herein, and subject to Sections 8.3 2.3 and 8.4 6.3 hereof, the General Partner shall exercise all of the powers of the Partnership and have specifically, without limiting the foregoing, the right, power and authority:
(ia) To manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair, maintain, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the business or purposes of the Partnership;
(ii) To acquire, directly or indirectly, interests in real estate of any kind and of any type, and any and all kinds of interests therein and interests in Entities investing therein, and to determine the manner in which title thereto is to be held; to manage (directly or through property managers), insure against loss, loss and protect and subdivide the Property or any of the real estate, interests therein or parts portion thereof; to improve, develop or redevelop any such real estatethe Property; to participate in the ownership ownership, redevelopment and development expansion of any propertythe Property; to dedicate for public use, to vacate any subdivisions or parts thereof, to re-subdivide, to contract to sell, to grant options to purchase or lease, to sell on any terms; to convey, to mortgage, pledge or otherwise encumber said propertythe Property, or any part portion thereof, but only in accordance with Section 2.3 hereof; to lease said property the Property or any part portion thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange said real propertyleases, or any part thereof, for other real or personal property; to collect all rental and other income accruing to in accordance with the PartnershipMortgage; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to said property the Property or any part portion thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on said premisesthe Property; to insure any Person having an interest in or responsibility for the care, management or repair of such propertysaid Property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey the real estate held in such land trust or to execute and deliver deeds, mortgages, notes, and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; to execute assignments of all or any part of the beneficial interest in such land trust;24
(iiib) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary or appropriate by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers brokers, placement agents, financial advisors and others, the general partner agreeing to employ at all times a sufficient number of employees in light of its contemplated business operations;
(ivc) To enter into, make, amend, perform and carry out or cancel and rescind, into contracts and other obligations on behalf of the Partnership and to cause all Administrative Expenses to be paidin accordance with Section 2.3 hereof;
(vd) To borrow money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure, from any Person, credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature (including interest rate swaps, caps and xxxxxx) with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, credit, obligation or liability;
(vi) To pledge, hypothecate, mortgage, assign, deposit; deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security, or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which the General Partner any attorney may deem necessary, proper or advisable to effect or accomplish any of the foregoing or to carry out the business and purposes of the Partnershipadvisable;
(vii) To sell or otherwise dispose of any or all assets of the Partnership;
(viiie) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the PartnershipPartnership or any Affiliate thereof, for the conservation of the Partnership's assets or for any purpose convenient or beneficial to the Partnership and to settle claims under such insuranceor any Affiliate thereof;
(ixf) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into, into or from any account in the Partnership's name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; to pay all taxesprovided, assessmentshowever, rents and other impositions applicable to the assets that in no event in connection with any of the Partnership and to seek to reduce foregoing shall the same; to invest all monies accounts or funds of the Partnership25 Partnership be commingled with the accounts or funds of any other Person and the Partnership shall at all times pay its own liabilities from Partnership funds;
(xg) To demand, xxx sxx for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, enforcer or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, terms with or without security;
(xi) To confess judgment against the Partnership;
(xiih) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed including, without limitation, the execution and delivery on behalf of the Partnership of notes, mortgages, deeds of trust and like instrumentsclosed;
(xiiii) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements, arrangements and other contractual obligations and arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to be submitted to lenders and lenders, using all due diligence to insure that the Partnership is in compliance with its contractual obligations;
(xivj) To maintain the Partnership's books and records;; and
(xvk) To prepare and deliver, or cause to be prepared and delivered by the Partnership's accountantsAccountants, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all federal and state tax returns and reports;
(xvi) To act in any state or nation in which . Except as otherwise provided herein, to the Partnership may lawfully act, for itself or as principal, agent or representative for any Person, including extent the Partnership, with respect to any business of the Partnership;
(xvii) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company;
(xviii) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same;
(xix) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership;
(xx) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership's assets, including the establishment of reserves;
(xxi) To exercise all rights, and to perform all duties, responsibilities and obligations, granted to or required duties of the General Partner by this Agreement;
(xxii) In general, to exercise all require expenditures of the general rights, privileges and powers permitted funds to be had and exercised by the provisions of the Act; and
(xxiii) To issue additional classes or series of Partnership Interests or Partnership Units.
(b) Notwithstanding Section 8.2(a)paid to third parties, the Management Company, as and General Partner shall not have any obligations hereunder except to the extent determined by that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, may (i) provide the Partnership with all office space and administrative services needed by the Partnership in the ordinary course of its businesscapacity as such, and (ii) perform all of to expend its duties under management contracts entered into individual funds for the management of Properties. All costs and expenses payment to third parties or to undertake any individual liability or obligation on behalf 26 of the Management Company so incurred, such as for office rent, telephone, postage, travel and entertainment, and compensation Partnership. Nothing contained in this Section 6.2 shall authorize the General Partner to take any action which would be in violation of officers and employees and other overhead shall be borne by the Management Company out of the management fees payable under its management contracts and shall not be separately charged back to the Partnership, except for compensation and other related expenses of property management and maintenance personnel that are permitted under a management contract to be charged against a PropertySection 2.3.
Appears in 1 contract
Samples: Limited Partnership Agreement (Simon Debartolo Group Inc)
Powers and Duties of General Partner. (a) The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided and subject to Sections 8.3 and 8.4 hereof, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Except as otherwise expressly provided herein in this Agreement, all management powers over the business and subject affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to Sections 8.3 participate in or exercise control or management power over the business and 8.4 hereofaffairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner Partner, subject to Section 7.11, shall have full power and authority to do all things deemed necessary or desired by it to conduct the business of the Partnership, to exercise all of the powers of the Partnership as set forth in Section 3.2 hereof and have specificallyto effectuate the purposes set forth in Section 3.1 hereof, including without limiting the foregoing, the right, power and authoritylimitation:
(i1) To manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair, maintain, insure, lease for any term and otherwise deal with any and all property of whatsoever kind and nature, and wheresoever situated, in furtherance of the business or purposes of the Partnership;
(ii) To acquire, directly or indirectly, interests in real estate of any kind and of any type, and any and all kinds of interests therein and interests in Entities investing therein, and to determine the manner in which title thereto is to be heldany and all related property; to manage (directly or through property managers), insure against loss, and protect and subdivide any of the real estatePartnership's assets, interests therein or parts thereof; to improve, develop or redevelop improve any such real estateestate consistent with the purposes of the Partnership; to participate in the ownership and development of any property; to dedicate a portion of a property for public use, to vacate any subdivisions or parts thereof, to re-subdivide, to contract to sell, to grant options to purchase or lease, to sell on any terms; to convey, to mortgage, pledge or otherwise encumber said property, or any part thereof; to lease said property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and lease, options to renew leases and leases, options to purchase; to partition or to exchange said real property, or any part thereof, for other real or personal property; to collect all rental and other income accruing to the Partnership; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to said property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on said premises; to insure any Person having an interest in or responsibility for the care, management care or repair of such property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey the real estate held in such land trust or to execute and deliver deeds, mortgages, notes, and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; to execute assignments of all or any part of the beneficial interest in such land trust;
(iii) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary or appropriate by the General Partner for the operation and management of the Partnership business, including but not limited to, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others;
(iv) To enter into, make, amend, perform and carry out or cancel and rescind, contracts and other obligations on behalf of the Partnership and to cause all Administrative Expenses to be paid;
(v) To borrow money, procure loans and advances from any Person for Partnership purposes, and to apply for and secure, from any Person, credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature (including interest rate swaps, caps and xxxxxx) with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, credit, obligation or liability;
(vi) To pledge, hypothecate, mortgage, assign, deposit; deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security, or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which the General Partner may deem necessary, proper or advisable to effect or accomplish any of the foregoing or to carry out the business and purposes of the Partnership;
(vii) To sell or otherwise dispose of any or all assets of the Partnership;
(viii) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership, for the conservation of the Partnership's assets or for any purpose convenient or beneficial to the Partnership and to settle claims under such insurance;
(ix) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into, or from any account in the Partnership's name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; to pay all taxes, assessments, rents and other impositions applicable to the assets of the Partnership and to seek to reduce the same; to invest all monies of the Partnership;
(x) To demand, xxx for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms, with or without security;
(xi) To confess judgment against the Partnership;
(xii) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed including, without limitation, the execution and delivery on behalf of the Partnership of notes, mortgages, deeds of trust and like instruments;
(xiii) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements, and other contractual obligations and arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to be submitted to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations;
(xiv) To maintain the Partnership's books and records;
(xv) To prepare and deliver, or cause to be prepared and delivered by the Partnership's accountants, all financial and other reports with respect to the operations of the Partnership, and all federal and state tax returns and reports;
(xvi) To act in any state or nation in which the Partnership may lawfully act, for itself or as principal, agent or representative for any Person, including the Partnership, with respect to any business of the Partnership;
(xvii) To become a partner or member in, and perform the obligations of a partner or member of, any general or limited partnership or limited liability company;
(xviii) To apply for, register, obtain, purchase or otherwise acquire trademarks, trade names, labels and designs relating to or useful in connection with any business of the Partnership, and to use, exercise, develop and license the use of the same;
(xix) To pay or reimburse any and all actual fees, costs and expenses incurred in the formation and organization of the Partnership;
(xx) To do all acts which are necessary, customary or appropriate for the protection and preservation of the Partnership's assets, including the establishment of reserves;
(xxi) To exercise all rights, and to perform all duties, responsibilities and obligations, granted to or required of the General Partner by this Agreement;
(xxii) In general, to exercise all of the general rights, privileges and powers permitted to be had and exercised by the provisions of the Act; and
(xxiii) To issue additional classes or series of Partnership Interests or Partnership Units.
(b) Notwithstanding Section 8.2(a), the Management Company, as and to the extent determined by the General Partner, may (i) provide the Partnership with all office space and administrative services needed by the Partnership in the ordinary course of its business, and (ii) perform all of its duties under management contracts entered into for the management of Properties. All costs and expenses of the Management Company so incurred, such as for office rent, telephone, postage, travel and entertainment, and compensation of officers and employees and other overhead shall be borne by the Management Company out of the management fees payable under its management contracts and shall not be separately charged back to the Partnership, except for compensation and other related expenses of property management and maintenance personnel that are permitted under a management contract to be charged against a Property.such
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Samples: Limited Partnership Agreement (Strategic Timber Trust Inc)
