Common use of Powers of General Partner Clause in Contracts

Powers of General Partner. Subject to the terms and other conditions of this Agreement, but without limiting the generality of Section 9.1, the General Partner has full power and authority for and on behalf of the Partnership (or in its own name): (a) to purchase, hold or dispose of movable and immovable, real and personal, property and to register legal title to such property in its own name or in the name of the Partnership, the whole as more fully described in Section 9.6; (b) to negotiate and execute any agreement with respect to the business of the Partnership, including employment agreements for employees of the Partnership, and to ensure the performance of the Partnership’s obligations thereunder and enforce the Partnership’s rights thereunder; (c) to collect all payments owed by any debtor of the Partnership; (d) to borrow money, to contract a suretyship, to issue a guarantee and to draw, cause to be executed and issued notes, obligations, debt securities and negotiable instruments and to conclude any agreement in respect of such loans and other matters; (e) to secure obligations of the Partnership, including the payment of amounts of money borrowed by the Partnership by general assignment of debts by granting a hypothec or security interest on all or any part of the property of the Partnership or by any other security that the General Partner may deem appropriate; (f) to conclude any forward exchange agreements and interest rate and currency exchange agreements, as well as any other agreement of a financial nature; (g) to open and operate any bank account on behalf of the Partnership; (h) to obtain the services of legal counsels, experts, competent advisers or consultants which it deems appropriate and to act according to the opinion of such Persons; (i) to appoint and remove agents and grant and rescind powers of attorney; (j) to delegate any of the powers and duties of the General Partner to any one or more agents, representatives, officers, employees, independent contractors, subcontractors or other Persons (including Affiliates) without liability to the General Partner as long as the General Partner is acting in good faith; (k) to pay all fees and expenses of the Partnership; (l) to take any suit or proceedings with respect to and on behalf of the Partnership, its property or its business, take the defense of the Partnership in any suit or proceedings taken against it and to settle any such suit or proceedings; (m) to submit the Partnership to binding arbitration with respect to any issue arising in or concerning its business, property or affairs; (n) to sign on behalf of the Partnership any agreement pursuant to which it, any other Partner or any other Person may assign or transfer business or property to the Partnership; (o) to determine the amount and the date of any Distribution; (p) to file such declarations (including Declarations) and do such other acts as may be required to qualify and maintain the Partnership as a limited partnership where deemed appropriate; (q) to file returns required by any governmental or similar authority; (r) to make in respect of each Partner’s interest in the Partnership any and all elections, determinations or designations under the Tax Acts or any other taxation or other legislation or similar laws of any other jurisdiction; (s) to create other partnerships and to become a partner thereof, or to incorporate, subscribe for, purchase and hold shares in a body corporate or other Person, or to participate in any joint venture; (t) to generally manage the affairs of the Partnership; and (u) to do anything that is in furtherance of or is incidental to the business carried on by the Partnership from time to time.

Powers of General Partner. Subject Except as specifically provided herein, all references to any action to be taken by the terms Partnership shall mean action taken in the name of the Partnership and other conditions on its behalf by the General Partner. Except as specifically provided herein, the General Partner will have the rights, powers and authority of this Agreementa general partner as set forth in the Act and will have full, but without limiting exclusive and complete discretion in the generality management and control of Section 9.1the Partnership and will make all decisions affecting the Partnership’s Business and affairs. By way of illustration and not in limitation of the foregoing, the General Partner has full the power and authority for and authority, on behalf of the Partnership (or in its own name):Partnership: (a) To execute all agreements and other documents necessary to purchase, hold or dispose of movable and immovable, real and personal, property and to register legal title to such property in its own name or in implement the name of the Partnership, the whole as more fully described in Section 9.6; (b) to negotiate and execute any agreement with respect to the business of the Partnership, including employment agreements for employees purposes of the Partnership, and to ensure take such actions as may be necessary to consummate the performance transactions contemplated thereby; (b) To engage personnel and professional advisers, and do such other acts and incur such other expenses on behalf of the Partnership’s obligations thereunder Partnership as may be necessary or advisable in connection with the conduct of its Business and enforce the Partnership’s rights thereunderaffairs; (c) To open, maintain and close accounts, including margin accounts, with brokers and dealers, and to collect pay the customary fees and charges applicable to transactions in all payments owed such accounts; (d) To open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (e) To make and execute all contracts, certificates and other legal documents relating to the Partnership’s Business or organization, either personally or through agents selected by the General Partner, whether or not compensated by the Partnership (including management agreements to execute and carry out the powers of the General Partner); (f) To borrow money and pledge assets of the Partnership to secure borrowings; (g) To lend money and make investments; (h) To compromise any debtor of claim or liability due to the Partnership; (di) to borrow moneyTo execute, to contract a suretyshipacknowledge, to issue a guarantee verify and to drawfile any notifications, cause to be executed and issued notesapplications, obligations, debt securities and negotiable instruments and to conclude any agreement in respect of such loans statements and other matters; (e) to secure obligations of the Partnership, including the payment of amounts of money borrowed by the Partnership by general assignment of debts by granting a hypothec or security interest on all or any part of the property of the Partnership or by any other security filings that the General Partner may deem appropriate; (f) considers necessary or desirable to conclude be filed with any forward exchange agreements and interest rate and currency exchange agreements, as well as any other agreement of a financial nature; (g) to open and operate any bank account on behalf of the Partnership; (h) to obtain the services of legal counsels, experts, competent advisers state or consultants which it deems appropriate and to act according to the opinion of such Persons; (i) to appoint and remove agents and grant and rescind powers of attorneyfederal securities administrator or commission; (j) to delegate any of the powers and duties of the General Partner to any one or more agents, representatives, officers, employees, independent contractors, subcontractors or other Persons (including Affiliates) without liability to the General Partner as long as the General Partner is acting in good faithTo make all Tax Decisions; (k) to pay all fees and expenses To satisfy the requirements of the Code: (i) with respect to the Partnership’s allocations, (ii) with respect to the Partnership’s status as a partnership for federal income tax purposes, and (iii) to ensure that the Partnership is not treated as a “publicly traded partnership” described in Code Section 7704; (l) to To take any suit or proceedings with respect to and on behalf action described in Section 11.04 hereof in the event of the Partnership, its property or its business, take the defense an investigation of the Partnership in under any suit applicable federal fraud and abuse statute, rule, regulation or proceedings taken against it law by either the Department of Health and to settle any such suit Human Services or proceedingsthe United States Attorney; (m) to submit To acquire real or personal property as may be necessary in connection with the Partnership to binding arbitration with respect to any issue arising in or concerning its business, property or affairsdevelopment and operation of the Center; (n) to sign on behalf To take any action described in Section 11.05 hereof in the event that any of the Partnership Partnerships assets are deemed to be assets of any agreement pursuant to ERISA plan which it, any other Partner or any other Person may assign or transfer business or property to invests in the Partnership; (o) to determine To admit Additional Limited Partners in accordance with the amount and the date provisions of any Distributionthis Agreement; (p) to file such declarations (including Declarations) and do such other acts as may be required to qualify and maintain To conduct additional offerings of Units on behalf of the Partnership as a limited partnership where deemed appropriatethe General Partner deems advisable, the terms and conditions of which shall be decided by the General Partner in its sole discretion; (q) To admit a Person to file returns required by any governmental or similar authoritythe Partnership as a General Partner; (r) to make in respect of each Partner’s interest in To redeem the Partnership any and all elections, determinations or designations under the Tax Acts or any other taxation or other legislation or similar laws Units of any other jurisdiction;Limited Partner; and (s) To exercise any and all other powers which may be necessary to create other partnerships implement the foregoing purposes, policies and to become a partner thereof, or to incorporate, subscribe for, purchase and hold shares in a body corporate or other Person, or to participate in any joint venture; (t) to generally manage the affairs powers of the Partnership; and (u) Partnership including those granted to do anything that is limited partnerships under the Act, upon such terms and conditions as the General Partner, in furtherance of its sole discretion, determines to be necessary, desirable or is incidental to the business carried on by the Partnership from time to timeappropriate.

Powers of General Partner. Subject to the terms and other conditions of this Agreement, but without Without limiting the generality of Section 9.110.1, the General Partner has will have full power and authority for and on behalf of the Partnership (or in its own name): (a) to purchase, hold or dispose of movable and immovable, real and personal, property and to register legal title to such property in its own name or in the name of the Partnership: (a) to acquire and dispose of property, the whole as more fully described in Section 9.6both real and personal, whether freehold or leasehold, and to enter into or renew any lease of any property; (b) to negotiate and execute any agreement with respect to the business of the Partnership, including employment agreements for employees of the Partnershipdevelop property, and to ensure the performance of the Partnership’s obligations thereunder and enforce the Partnership’s rights thereunderbuild residential or commercial buildings whether for sale or lease; (c) to collect all payments owed by any debtor of the Partnershipoperate residential and commercial buildings; (d) to borrow money, to contract a suretyship, to issue a guarantee enter into and to draw, cause to be executed and issued notes, obligations, debt securities and negotiable instruments and to conclude perform any agreement in respect of such loans and other mattersconnection with the Business; (e) to secure obligations of the Partnership, including the payment of amounts of money borrowed by the Partnership by general assignment of debts by granting a hypothec or security interest on all or any part of the property of the Partnership or by any other security that the General Partner may deem appropriate; (f) to conclude any forward exchange agreements and interest rate and currency exchange agreements, as well as any other agreement of a financial nature; (g) to open and operate any bank account on behalf of the Partnership; (hf) to obtain the services of legal counsels, experts, competent advisers or consultants which it deems appropriate receive monies and to act according to the opinion of such Persons; (i) to appoint and remove agents and grant and rescind powers of attorney; (j) to delegate any of the powers and duties of the General Partner to any one or more agents, representatives, officers, employees, independent contractors, subcontractors or other Persons (including Affiliates) without liability to the General Partner as long as the General Partner is acting in good faith; (k) to pay all fees and expenses of the Partnership; (g) to commence, defend or settle any action or proceeding in connection with the Partnership or its property; (h) to borrow money from time to time, without limit as to the amount, and to draw, make, execute and issue promissory notes, evidences of indebtedness and other negotiable or non-negotiable instruments; (i) to secure the payment of money borrowed for the Partnership or other indebtedness or liability of the Partnership by a mortgage of the property of the Partnership or other security; (j) to guarantee the repayment of money by any Person or the performance of any obligation of any Person; (k) to hire and dismiss employees (including employees having titles as officers of the General Partner) and agents, outside counsel, accountants, other professional advisers, consultants and contractors to provide services to the Partnership as the General Partner considers advisable in order to perform its duties hereunder and to determine their compensation and the other terms of employment or engagement; (l) to take any suit or proceedings with respect determine the amount, if any, to and on behalf of the Partnership, its property or its business, take the defense of be claimed by the Partnership in any suit or proceedings taken against it year in respect of capital cost allowance and to settle any such suit or proceedingsother discretionary deductions and reserves; (m) to submit hold the Partnership assets in the name of the General Partner or to binding arbitration with respect cause to any issue arising be held in the name of the Partnership or concerning its business, property or affairsanother person designated by the General Partner; (n) to sign on behalf provide or arrange for the provision of the Partnership any agreement pursuant to which itfinancial and other reporting functions as may be required by the provisions of this agreement, any other Partner applicable laws, or any other Person may assign or transfer business or property to the Partnershipapplicable securities regulatory authorities; (o) to determine the amount establish and the date of any Distributionhold an interest in one or more bodies corporate, partnerships, trusts or other organizations; (p) to file such declarations (including Declarations) and do such other acts as may be required to qualify and maintain make on behalf of the Partnership as a limited partnership where deemed appropriate; (q) to file returns required by any governmental or similar authority; (r) to make and on behalf of each Limited Partner, in respect of each any Partner’s 's interest in the Partnership Partnership, any and all elections, determinations or designations under the Tax Acts or any other taxation or other legislation or similar laws of Canada or of British Columbia; (q) to execute any and all other jurisdictionagreements, elections, forms, covenants, deeds, documents and instruments and to do or cause to be done all acts and things as may be necessary or desirable to carry out the intent and purpose of this agreement and retaining qualified agents to carry out any of the foregoing; (r) to do all acts, execute all documents, engage in any borrowings and generally do all things necessary to recover any investment in a Partnership asset and to secure, protect or use any Partnership asset as and when the General Partner determines it to be necessary or desirable; (s) to create other partnerships and to become a partner thereof, authorize the purchase of financial products or to incorporate, subscribe for, purchase make investments which the General Partner determines to be reasonable and hold shares in a body corporate or other Person, or prudent to participate in any joint ventureminimize the risks of interest rate changes to the Partnership; (t) to generally manage make tax, regulatory and other filings, or render periodic or other reports to governmental authorities having jurisdiction over the affairs Partnership or its assets; (u) to cause the indemnification of any person against liabilities and contingencies to the Partnershipextent permitted by law; (v) to determine the timing and quantum of any distribution to be made to the Partners; (w) to assign any fees payable to the General Partner as it sees fit; and (ux) to do anything that is in furtherance of or is incidental to the business carried on by Business of the Partnership from time to timePartnership.