Powers of General Partner. Except as otherwise expressly provided herein, the General Partner (acting on behalf of the Partnership), shall have the right, power and authority, in the management of the businesses and affairs of the Partnership, to do or cause to be done any and all acts, at the expense of the Partnership, as the case may be, deemed by the General Partner to be necessary or appropriate to effectuate the businesses, purposes and objectives of the Partnership. The power and authority of the General Partner shall include, without limitation, the power and authority: (1) To acquire, own, lease, sublease, manage, finance, hold, deal in, request, re-zoning of, control or dispose of any interest or rights in personal property or real property; (2) To negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Partnership; (3) To pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against the Partnership or to hold such proceeds against the payment of contingent liabilities; (4) To borrow money or to obtain credit in such amounts, at such rate of interest and upon such other terms and conditions as the General Partner deems appropriate, recourse or nonrecourse, from banks, other lending institutions or any other Person, including the Partners, and pursuant to indentures, loan agreements or any other type of instrument, for any purpose of the Partnership and to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of or grant security interest in the whole or any part of any or all of the property and assets of the Partnership; (5) To make, execute, assign, acknowledge and file on behalf of the Partnership any and all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership; and any Person dealing with the General Partner shall not be required to determine or inquire into its authority or power to bind the Partnership or to execute, acknowledge or deliver any and all documents in connection therewith; (6) To assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Partnership, and to secure any and all obligations, contracts or liabilities of the Partnership by mortgage, pledge or other encumbrance of all or any part of the property and income of the Partnership; (7) To invest funds of the Partnership; (8) To employ and engage suitable agents, employees, advisors, consultants and counsel (including any custodian, investment advisor, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities that the General Partner is authorized or required to carry out under this Agreement (subject to the supervision and control of the General Partner), including, without limitation, a Person who may be engaged to undertake some or all of the general management, property management, financial accounting and recordkeeping or other duties of the General Partner and to indemnify such Persons against liabilities incurred by them in acting in such capacity as on behalf of the Partnership; (9) To employ and retain Persons as may be necessary or appropriate for the conduct of the Partnership’s businesses (subject to the supervision and control of the General Partner), including employees and agents who may be designated as officers with titles including but not limited to “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director” and “chief financial officer,” as and to the extent authorized by the General Partner; (10) To register, qualify, list or report, or cause to be registered, qualified, listed or reported, this Agreement, the Units issued in connection herewith or the Partnership pursuant to the Securities Act of 1933, the Exchange Act, any other securities laws of the United States, the securities laws of any State of the United States, the laws of any other jurisdiction, the laws of any securities exchange or pursuant to an automated quotation system of a registered securities association as the General Partner deems appropriate; (11) To qualify the Partnership to do business in any state, territory, dependency or foreign country; (12) To sell or dispose of all or a portion of the Partnership’s assets and/or businesses for the benefit of the Partners at the times and on terms determined by the General Partner, in its sole discretion; (13) To form or cause to be formed, and to own the stock of, one or more corporations, and to form or cause to be formed and to participate in partnerships, joint ventures, limited liability companies, trusts and other entities; and (14) To possess and exercise any additional rights and powers of a General Partner under the partnership laws of the State of Delaware, including, without limitation, the Act and the Delaware Uniform Partnership Law (and any other applicable laws, to the extent not expressly prohibited by this Agreement). The expression of any power or authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. Notwithstanding any of the foregoing, the Partnership shall be operated in such a manner as the General Partner deems reasonable and necessary or appropriate to preserve the limited liability of the Limited Partners.
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Powers of General Partner. Except as otherwise expressly provided herein, the General Partner (acting on behalf of the Partnership), shall have the right, power and authority, in the management of the businesses and affairs of the Partnership, to do or cause to be done any and all acts, at the expense of the Partnership, as the case may be, deemed by the General Partner to be necessary or appropriate to effectuate the businesses, purposes and objectives of the Partnership. The power and authority of the General Partner shall include, without limitation, the power and authority:
(1) To acquire, own, lease, sublease, manage, finance, hold, deal in, request, re-zoning of, control or dispose of any interest or rights in personal property or real property;
(2) To negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Partnership;; EC. Florida. Florida LP Agr
(3) To pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against the Partnership or to hold such proceeds against the payment of contingent liabilities;
(4) To borrow money or to obtain credit in such amounts, at such rate of interest and upon such other terms and conditions as the General Partner deems appropriate, recourse or nonrecourse, from banks, other lending institutions or any other Person, including the Partners, and pursuant to indentures, loan agreements or any other type of instrument, for any purpose of the Partnership and to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of or grant security interest in the whole or any part of any or all of the property and assets of the Partnership;
(5) To make, execute, assign, acknowledge and file on behalf of the Partnership any and all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership; and any Person dealing with the General Partner shall not be required to determine or inquire into its authority or power to bind the Partnership or to execute, acknowledge or deliver any and all documents in connection therewith;
(6) To assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Partnership, and to secure any and all obligations, contracts or liabilities of the Partnership by mortgage, pledge or other encumbrance of all or any part of the property and income of the Partnership;
(7) To invest funds of the Partnership;
(8) To employ and engage suitable agents, employees, advisors, consultants and counsel (including any custodian, investment advisor, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities that the General Partner is authorized or required to carry out under this Agreement (subject to the supervision and control of the General Partner), including, without limitation, a Person who may be engaged to undertake some or all of the general management, property management, financial accounting and recordkeeping or other duties of the General Partner and to indemnify such Persons against liabilities incurred by them in acting in such capacity as on behalf of the Partnership;
(9) To employ and retain Persons as may be necessary or appropriate for the conduct of the Partnership’s businesses (subject to the supervision and control of the General Partner), including employees and agents who may be designated as officers with titles including but not limited to “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director” and “chief financial officer,” as and to the extent authorized by the General Partner;
(10) To register, qualify, list or report, or cause to be registered, qualified, listed or reported, this Agreement, the Units issued in connection herewith or the Partnership pursuant to the Securities Act of 1933, the Exchange Act, any other securities laws of the United States, the securities laws of any State of the United States, the laws of any other jurisdiction, the laws of any securities exchange or pursuant to an automated quotation system of a registered securities association as the General Partner deems appropriate;
(11) To qualify the Partnership to do business in any state, territory, dependency or foreign country;
(12) To sell or dispose of all or a portion of the Partnership’s assets and/or businesses for the benefit of the Partners at the times and on terms determined by the General Partner, in its sole discretion;
(13) To form or cause to be formed, and to own the stock of, one or more corporations, and to form or cause to be formed and to participate in partnerships, joint ventures, limited liability companies, trusts and other entities; and
(14) To possess and exercise any additional rights and powers of a General Partner under the partnership laws of the State of Delaware, including, without limitation, the Act and the Delaware Uniform Partnership Law (and any other applicable laws, to the extent not expressly prohibited by this Agreement)EC. The expression of any power or authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this AgreementFlorida. Notwithstanding any of the foregoing, the Partnership shall be operated in such a manner as the General Partner deems reasonable and necessary or appropriate to preserve the limited liability of the Limited Partners.Florida LP Agr
Appears in 1 contract
Powers of General Partner. Except as otherwise expressly provided herein, the General Partner (acting on behalf of the Partnership), ) shall have the right, power and authority, in the management of the businesses business and affairs of the Partnership, to do or cause to be done any and all acts, at the expense of the Partnership, as the case may be, deemed by the General Partner to be necessary or appropriate to effectuate the businessesbusiness, purposes and objectives of the Partnership. The power and authority of the General Partner shall include, without limitation, the power and authority:
(1a) To to acquire, own, lease, sublease, manage, finance, hold, deal in, request, request re-zoning of, control or dispose of any interest interests or rights in personal property or real property;
(2b) To to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Partnership;
(3c) To to pay, collect, compromise, litigate, arbitrate, arbitrate or otherwise adjust or settle any and all other claims class or demands of or against the Partnership or to hold such proceeds against the payment of contingent liabilities;
(4d) To to borrow money or to obtain credit in such amounts, at such rate of interest and upon such other terms and conditions as the General Partner deems appropriate, recourse or nonrecourse, from banks, other lending institutions or any other Person, including the Partners, and pursuant to indentures, loan agreements or any other type of instrument, for any purpose of the Partnership and to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of or grant security interest interests in the whole or any part of any or all of the property and assets of the Partnership;
(5e) To to make, execute, assign, acknowledge and file on behalf of the Partnership any and all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership; and any Person dealing with the General Partner shall not be required to determine or inquire into its authority or power to bind the Partnership or to execute, acknowledge or deliver any and all documents in connection therewith;
(6f) To to assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Partnership, and to secure any and all of the obligations, contracts or liabilities of the Partnership Partnership, by mortgage, pledge or other encumbrance of all or any part of the property and income of the Partnership;
(7g) To to invest funds of the Partnership;
(8) To h) to employ and engage suitable agents, employees, advisorsadvisers, consultants and counsel (including any custodian, investment advisoradviser, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities that the General Partner is authorized or required to carry out under this Agreement (subject to the supervision and control of the General Partner)Agreement, including, without limitation, a Person (including CMC or any of its Affiliates) who may be engaged to undertake some or all of the general management, property management, financial accounting and recordkeeping record keeping or other duties of the General Partner and to indemnify such Persons against liabilities incurred by them in acting in such capacity as capacities on behalf of the Partnership;
(9i) To employ and retain Persons as may be necessary or appropriate for the conduct of the Partnership’s businesses (subject to the supervision and control of the General Partner), including employees and agents who may be designated as officers with titles including but not limited to “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director” and “chief financial officer,” as and to the extent authorized by the General Partner;
(10) To register, qualify, list or report, or cause to be registered, qualified, listed or reported, this Agreement, the Units issued in connection herewith or the Partnership pursuant to the Securities Act of 1933, the Exchange Act, any other securities laws of the United States, the securities laws of any State state of the United States, the laws of any other jurisdiction, the laws rules of any securities exchange or pursuant to an automated quotation system of a registered securities association as the General Partner deems appropriate;
(11j) To to qualify the Partnership to do business in any state, territory, dependency or foreign country;
(12k) To to sell or dispose of all or a portion of the Partnership’s 's assets and/or businesses for the benefit of the Partners and the Assignees at the times and on terms determined by the General Partner, in its sole discretion;
(13l) To to exercise any and all powers granted to the Partnership in the agreement of partnership of the Operating Partnership and to execute and deliver any and all modifications, amendments, supplements or restatements to the agreement of partnership of the Operating Partnership as the General Partner, in its sole discretion, deems necessary or appropriate;
(m) to form or cause to be formed, and to own the stock of, one or more corporations, and to form or cause to be formed and to participate in partnerships, joint ventures, limited liability companies, trusts and or other entities; and;
(14n) To to possess and exercise any additional rights and powers of a General Partner general partner under the partnership laws of the State of Delaware, Delaware (including, without limitation, the Act and the Delaware Uniform Partnership Law (RULPA) and any other applicable laws, to the extent not expressly prohibited by this Agreement); and
(o) to make any changes necessary or appropriate in the Certificates to facilitate the transfer of Units to, and the holding of Units by, nominees. In addition to the foregoing, the General Partner shall have the authority, without the approval of the Limited Partners (a) for business or regulatory reasons, to merge or otherwise combine the Partnership and the Operating Partnership, and (b) to vote in its sole discretion on any proposal to amend the partnership agreement of the Operating Partnership in any manner not directly and materially adverse to the holders of Units; provided, however, that the General Partner shall not enter into any amendment of the partnership agreement of the Operating Partnership that would be directly and materially adverse to the holders of the Units without the prior written approval of a majority of the Outstanding Units held by Persons who are not Affiliates of the General Partner. The expression of any power or authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. Notwithstanding any of the foregoing, the Partnership shall be operated will operate in such a manner as the General Partner deems reasonable and necessary or appropriate to preserve the limited liability of the Limited Partners.
Appears in 1 contract
Samples: Limited Partnership Agreement (Heartland Partners L P)
Powers of General Partner. Except as otherwise expressly provided herein, the General Partner (acting on behalf of the Partnership), shall have the right, power and authority, in the management of the businesses and affairs of the Partnership, to do or cause to be done any and all acts, at the expense of the Partnership, as the case may be, deemed by the General Partner to be necessary or appropriate to effectuate the businesses, purposes and objectives of the Partnership. The power and authority of the General Partner shall include, without limitation, the power and authority:
(1) To acquire, own, lease, sublease, manage, finance, hold, deal in, request, re-zoning of, control or dispose of any interest or rights in personal property or real property;
(2) To negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Partnership;
(3) To pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against the Partnership or to hold such proceeds against the payment of contingent liabilities;
(4) To borrow money or to obtain credit in such amounts, at such rate of interest and upon such other terms and conditions as the General Partner deems appropriate, recourse or nonrecourse, from banks, other lending institutions or any other Person, including the Partners, and pursuant to indentures, loan agreements or any other type of instrument, for any purpose of the Partnership and to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of or grant security interest in the whole or any part of any or all of the property and assets of the Partnership;
(5) To make, execute, assign, acknowledge and file on behalf of the Partnership any and all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership; and any Person dealing with the General Partner shall not be required to determine or inquire into its authority or power to bind the Partnership or to execute, acknowledge or deliver any and all documents in connection therewith;
(6) To assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Partnership, and to secure any and all obligations, contracts or liabilities of the Partnership by mortgage, pledge or other encumbrance of all or any part of the property and income of the Partnership;
(7) To invest funds of the Partnership;
(8) To employ and engage suitable agents, employees, advisors, consultants and counsel (including any custodian, investment advisor, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities that the General Partner is authorized or required to carry out under this Agreement (subject to the supervision and control of the General Partner), including, without limitation, a Person who may be engaged to undertake some or all of the general management, property management, financial accounting and recordkeeping or other duties of the General Partner and to indemnify such Persons against liabilities incurred by them in acting in such capacity as on behalf of the Partnership;
(9) To employ and retain Persons as may be necessary or appropriate for the conduct of the Partnership’s businesses (subject to the supervision and control of the General Partner), including employees and agents who may be designated as officers with titles including but not limited to “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director” and “chief financial officer,” as and to the extent authorized by the General Partner;
(10) To register, qualify, list or report, or cause to be registered, qualified, listed or reported, this Agreement, the Units issued in connection herewith or the Partnership pursuant to the Securities Act of 1933, the Exchange Act, any other securities laws of the United States, the securities laws of any State of the United States, the laws of any other jurisdiction, the laws of any securities exchange or pursuant to an automated quotation system of a registered securities association as the General Partner deems appropriate;
(11) To qualify the Partnership to do business in any state, territory, dependency or foreign country;
(12) To sell or dispose of all or a portion of the Partnership’s assets and/or businesses for the benefit of the Partners at the times and on terms determined by the General Partner, in its sole discretion;
(13) To form or cause to be formed, and to own the stock of, one or more corporations, and to form or cause to be formed and to participate in partnerships, joint ventures, limited liability companies, trusts and other entities; and
(14) To possess and exercise any additional rights and powers of a General Partner under the partnership laws of the State of Delaware, including, without limitation, the Act and the Delaware Uniform Partnership Law (and any other applicable laws, to the extent not expressly prohibited by this Agreement). The expression of any power or authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. Notwithstanding any of the foregoing, the Partnership shall be operated in such a manner as the General Partner deems reasonable and necessary or appropriate to preserve the limited liability of the Limited Partners.”
Appears in 1 contract
Powers of General Partner. Except as otherwise expressly provided herein, the General Partner (acting on behalf of the Partnership), shall have the right, power and authority, in the management of the businesses and affairs of the Partnership, to do or cause to be done any and all acts, at the expense of the Partnership, as the case may be, deemed by the General Partner to be necessary or appropriate to effectuate the businesses, purposes and objectives of the Partnership. The power and authority of the General Partner shall include, without limitation, the power and authority:
(1) To acquire, own, lease, sublease, manage, finance, hold, deal in, request, re-zoning of, control or dispose of any interest or rights in personal property or real property;
(2) To negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Partnership;
(3) To pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against the Partnership or to hold such proceeds against the payment of contingent liabilities;
(4) To borrow money or to obtain credit in such amounts, at such rate of interest and upon such other terms and conditions as the General Partner deems appropriate, recourse or nonrecoursenon-recourse, from banks, other lending institutions or any other Person, including the Partners, and pursuant to indentures, loan agreements or any other type of instrument, for any purpose of the Partnership and to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of or grant security interest in the whole or any part of any or all of the property and assets of the Partnership;
(5) To make, execute, assign, acknowledge and file on behalf of the Partnership any and all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership; and any Person dealing with the General Partner shall not be required to determine or inquire into its authority or power to bind the Partnership or to execute, acknowledge or deliver any and all documents in connection therewith;
(6) To assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Partnership, and to secure any and all obligations, contracts or liabilities of the Partnership by mortgage, pledge or other encumbrance of all or any part of the property and income of the Partnership;
(7) To invest funds of the Partnership;
(8) To employ and engage suitable agents, employees, advisors, consultants and counsel (including any custodian, investment advisor, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities that the General Partner is authorized or required to carry out under this Agreement (subject to the supervision and control of the General Partner), including, without limitation, a Person who may be engaged to undertake some or all of the general management, property management, financial accounting and recordkeeping or other duties of the General Partner and to indemnify such Persons against liabilities incurred by them in acting in such capacity as on behalf of the Partnership;
(9) To employ and retain Persons as may be necessary or appropriate for the conduct of the Partnership’s businesses (subject to the supervision and control of the General Partner), including employees and agents who may be designated as officers with titles including but not limited to “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director” and “chief financial officer,” as and to the extent authorized by the General Partner;
(10) To register, qualify, list or report, or cause to be registered, qualified, listed or reported, this Agreement, the Units issued in connection herewith or the Partnership pursuant to the Securities Act of 1933, the Exchange Act, any other securities laws of the United States, the securities laws of any State of the United States, the laws of any other jurisdiction, the laws of any securities exchange or pursuant to an automated quotation system of a registered securities association as the General Partner deems appropriate;
(11) To qualify the Partnership to do business in any state, territory, dependency or foreign country;
(12) To sell or dispose of all or a portion of the Partnership’s assets and/or businesses for the benefit of the Partners at the times and on terms determined by the General Partner, in its sole discretion;
(13) To form or cause to be formed, and to own the stock of, one or more corporations, and to form or cause to be formed and to participate in partnerships, joint ventures, limited liability companies, trusts and other entities; and
(14) To possess and exercise any additional rights and powers of a General Partner under the partnership laws of the State of Delaware, including, without limitation, the Act and the Delaware Uniform Partnership Law (and any other applicable laws, to the extent not expressly prohibited by this Agreement). The expression of any power or authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. Notwithstanding any of the foregoing, the Partnership shall be operated in such a manner as the General Partner deems reasonable and necessary or appropriate to preserve the limited liability of the Limited Partners.
Appears in 1 contract
Powers of General Partner. (a) Except as otherwise expressly provided herein, the General Partner (acting on behalf of the Partnership), shall have the right, power and authority, in the management of the businesses business and affairs of the Partnership, to do or cause to be done any and all acts, at the expense of the Partnership, as the case may be, deemed by the General Partner to be necessary or appropriate to effectuate the businessesbusiness, purposes and objectives of the Partnership. The power and authority of the General Partner shall include, without limitation, the power and authority:.
(1) To acquire, own, lease, sublease, manage, finance, hold, deal in, request, re-zoning of, control or dispose of any interest or rights in personal property or real property;
(2) To negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Partnership;
(3) To pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against the Partnership or to hold such proceeds against the payment of contingent liabilities;
(4) To borrow money or to obtain credit in such amounts, at such rate of interest and upon such other terms and conditions as the General Partner partner deems appropriate, recourse or nonrecourse, from banks, other lending institutions or any other Person, including the Partners, and pursuant to indentures, loan agreements or any other type of instrument, for any purpose of the Partnership and to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of or grant security interest in the whole or any part of any or all of the property and assets of the Partnership;
(5) To make, execute, assign, acknowledge and file on behalf of the Partnership any and all documents or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the purposes and business of the Partnership; and any Person dealing with the General Partner shall not be required to determine or inquire into its authority or power to bind the Partnership or to execute, acknowledge or deliver any and all documents in connection therewith;
(6) To assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, lend money and otherwise use the credit of the Partnership, and to secure any and all obligations, contracts or liabilities of the Partnership partnership by mortgage, pledge or other encumbrance encumbrances of all or any part of the property and income of the Partnership;
(7) To invest funds of the Partnership;
(8) To employ and engage suitable agents, employees, advisors, consultants and counsel (including any custodian, investment advisor, accountant, attorney, corporate fiduciary, bank or other reputable financial institution, or any other agents, employees or Persons who may serve in such capacity for the General Partner or any Affiliate of the General Partner) to carry out any activities that the General Partner is authorized or required to carry out under this Agreement (subject to the supervision and control of the General Partnerpartner), including, without limitation, a Person who may be engaged to undertake some or all of the general management, property management, financial accounting and recordkeeping record-keeping or other duties of the General Partner and to indemnify such Persons against liabilities incurred by them in acting in such capacity as on behalf of the Partnership;
(9) To employ and retain Persons as may be necessary or appropriate for the conduct of the Partnership’s businesses 's business (subject to the supervision and control of the General Partner), including employees and agents who may be designated as officers with titles including but not limited to “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director” and “chief financial officer,” as and to the extent authorized by the General Partner;
(10) To register, qualify, list or report, or cause to be registered, qualified, listed or reported, this Agreement, the Units issued in connection herewith or the Partnership pursuant to the Securities Act of 1933, the Exchange Act, any other securities laws of the United States, the securities laws of any State of the United States, the laws of any other jurisdiction, the laws of any securities exchange or pursuant to an automated quotation system of a registered securities association as the General Partner deems appropriate;
(11) To qualify the Partnership to do business in any state, territory, dependency or foreign country;
(12) To sell or dispose of all or a portion of the Partnership’s assets and/or businesses for the benefit of the Partners at the times and on terms determined by the General Partner, in its sole discretion;
(13) To form or cause to be formed, and to own the stock of, one or more corporations, and to form or cause to be formed and to participate in partnerships, joint ventures, limited liability companies, trusts and other entities; and
(14) To possess and exercise any additional rights and powers of a General Partner under the partnership laws of the State of Delaware, including, without limitation, the Act and the Delaware Uniform Partnership Law (and any other applicable laws, to the extent not expressly prohibited by this Agreement). The expression of any power or authority of the General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. Notwithstanding any of the foregoing, the Partnership shall be operated in such a manner as the General Partner deems reasonable and necessary or appropriate to preserve the limited liability of the Limited Partners.supervision
Appears in 1 contract
