Powers and Duties of the General Partners Sample Clauses

Powers and Duties of the General Partners. (a) The General Partners shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership's business shall rest exclusively with the General Partners, subject to the terms and conditions of this Agreement. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the General Partners' immediate possession or control. The General Partners shall not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Partnership. The General Partners shall have the rights, powers and authority granted to the General Partners hereunder or by law, or both, to obligate and bind the Partnership and, on behalf and in the name of the Partnership, to take such action as the General Partners deem necessary or advisable including, without limitation, making, executing and delivering purchase and sale, management and other agreements; leases, assignments, deeds and other transfers and conveyances; agreements to purchase, sell, lease or otherwise deal with personal property; escrow instructions; checks, drafts and other negotiable instruments; and all other documents and agreements which the General Partners deem reasonable or necessary in connection with the purchase of the Partnership's properties and the operation and management thereof. The execution and delivery of any such instrument by the General Partners shall be sufficient to bind the Partnership. The Limited Partners cannot contract away the fiduciary duty owed by the General Partners and the Partnership to Limited Partners under common law.
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Powers and Duties of the General Partners. The Managing General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 7.3 hereof with respect to Major Decisions, the Managing 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 Managing General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Any action by the Managing General Partner relating to (i) transactions between the Partnership or a Subsidiary Entity and M.S. Management Associates, Inc., Simon MOA Management Company, Inc. and/or M.S. Management Associates (Indiana), Inc., (ii) transactions between the Partnership or a Subsidiary Entity and DeBaxxxxx Xxxperties Management, Inc. or (iii) transactions involving the Partnership or a Subsidiary Entity in which the Simoxx, xxe DeBartolos or any Affiliate of the Simoxx xx the DeBartolos has an interest (other than a non-controlling minority equity interest, which has no management or veto powers, in a Person, other than the Partnership or a Subsidiary entity, which is engaged in such transaction) other than through ownership of Partnership Units, shall require the prior approval of a 37 42 majority of the Independent Directors. Except as otherwise expressly provided herein and subject to Section 7.3 hereof, the Managing General Partner shall have, for and on behalf of the Partnership, the right, power and authority:
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Powers and Duties of the General Partners. The General Partners shall be responsible for the day-to-day management of the Partnership's business and affairs and shall devote such time and effort to the Partnership as shall reasonably be required for its welfare and success. Specifically, except as otherwise limited in this Agreement, the General Partners are authorized to manage, administer, operate, lease, sell, exchange, pledge, encumber, transfer, purchase, grant options related to, and otherwise deal with the Partnership assets on behalf of the Partnership. If at any time the General Partners deem it advisable or in the best interests of the Partnership that any Property should be held by a nominee, the General Partner may transfer such Property to a corporation, individual or other nominee for the Partnership, but notwithstanding the transfer to any such nominee, said Property shall be deemed to be the Property of the Partnership. All decisions of the General Partner shall be final. The General Partner may make such delegation of duties and responsibilities as it may deem advisable. The General Partner shall exercise ordinary business judgment in managing the affairs of the Partnership. The General Partner does not in any way guarantee the return of the Limited Partners' Capital Contributions or a profit from the operations of the Partnership; and further, the General Partner shall not be liable to any Limited Partner because of a loss of investment or a loss in operations, except as provided in Section 11.5.
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Powers and Duties of the General Partners. The General Partners shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership’s business shall rest exclusively with the General Partners, subject to the terms and conditions of this Agreement. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds of the Partnership, whether or not in the General Partners’ immediate possession or control. The General Partners shall not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Partnership. The General Partners shall have the rights, powers and authority granted to the General Partners hereunder or by law, or both, to obligate and bind the Partnership and, on behalf and in the name of the Partnership, to take such action as the General Partners deem necessary or advisable, including, without limitation: making, executing and delivering loan and other agreements such as leases, assignments and transfers and agreements to purchase, sell, lease or otherwise deal with personal property, escrow instructions, advances under the Participating Note, pledges, deeds of trust, mortgages and other security agreements, promissory notes, checks, drafts and other negotiable instruments and all other documents and agreements which the General Partners deem reasonable or necessary in connection with the lending and investment of the Partnership’s net proceeds resulting from the Capital Contributions received, managing such assets and borrowing against the assets of the Partnership, including notes and contracts receivable from the sales of Partnership assets. The execution and delivery of any such instruments by the General Partners shall be sufficient to bind the Partnership. However, unless the prior consent of Limited Partners holding a majority of the Units of the Partnership is obtained, the General Partners shall be prohibited from:
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Powers and Duties of the General Partners 
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Related to Powers and Duties of the General Partners

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Reimbursement of the General Partner (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

  • Rights Obligations and Powers of the General Partner 6.1 Management of the Partnership.

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

  • Registration Rights of the General Partner and its Affiliates (a) If (i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that is an Affiliate of the General Partner at the date hereof notwithstanding that it may later cease to be an Affiliate of the General Partner) holds Partnership Securities that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Securities (the “Holder”) to dispose of the number of Partnership Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then upon the request of the General Partner or any of its Affiliates, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all reasonable efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Partnership Securities specified by the Holder; provided, however, that the Partnership shall not be required to effect more than three registrations pursuant to this Section 7.12(a); and provided further, however, that if the Conflicts Committee determines in its good faith judgment that a postponement of the requested registration for up to six months would be in the best interests of the Partnership and its Partners due to a pending transaction, investigation or other event, the filing of such registration statement or the effectiveness thereof may be deferred for up to six months, but not thereafter. In connection with any registration pursuant to the immediately preceding sentence, the Partnership shall promptly prepare and file (x) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (y) such documents as may be necessary to apply for listing or to list the Partnership Securities subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Holder to consummate a public sale of such Partnership Securities in such states. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Duties of General Partner The General Partner agrees that it shall at all times:

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