Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not:
(a) sell, exchange, lease or otherwise dispose of the Apartment Housing;
(b) incur indebtedness other than the Mortgage Loan in the name of the Partnership;
(c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner;
(d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law;
(e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC;
(f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof;
(g) cause the merger or other reorganization of the Partnership;
(h) dissolve the Partnership;
(i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing);
(j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership;
(k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement;
(l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder;
(m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner;
(n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership;
(o) cause or permit the Partnership to make loans to the General Partner or any Affiliate;
(p) bring or defend, pay, collect, compromise, arbitrate, ...
Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not:
(a) sell, exchange, lease or otherwise dispose of the Project;
(b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership, other than in the ordinary course of the Partnership's business;
(c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner;
(d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law;
(e) take any action which would cause the Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC;
(f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof;
(g) cause the merger or other reorganization of the Partnership; or
(h) dissolve the Partnership, except as provided in this Agreement.
Restrictions on Authority of General Partner. In addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner shall have no authority to act on behalf of the Partnership with respect to, and are expressly prohibited from undertaking, the following:
1. Doing any act in contravention of this Agreement;
2. Except as provided in this Agreement and except in connection with the liquidation and winding up of the business of the Partnership upon its termination and dissolution, doing any act which would make it impossible to carry on the ordinary business of the Partnership;
Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not:
(a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing;
(b) incur indebtedness other than the Mortgage in the name of the Partnership;
(c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner;
(d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law;
(e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC;
(f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof;
(g) cause the merger or other reorganization of the Partnership;
(h) dissolve the Partnership;
(i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing);
(j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership;
(k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement;
(l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder;
(m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner;
(n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership;
(o) cause or permit the Partnership to make loans to the General Partner or any Affiliate;
...
Restrictions on Authority of General Partner. Notwithstanding any other provision of this Agreement to the contrary, the General Partner shall not have the power or authority to, and shall not sell, transfer or assign (other than collateral assignments and transfers) all or substantially all of the assets of the Partnership unless approved by a Required Interest.
Restrictions on Authority of General Partner. 6.3.1 Without the consent of all of the Partners, the General Partner shall not have the authority to:
(a) amend this Agreement in violation of Section 13.2;
(b) possess Partnership property for other than a Partnership purpose;
(c) admit a Person as a General Partner, except as provided in this Agreement;
(d) take any action, or fail to take any action, that would cause the Partnership to be treated as other than a partnership for U.S. Federal Tax purposes;
(e) take any action, or fail to take any action in violation of the terms of this Agreement; or
(f) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction.
Restrictions on Authority of General Partner. (a) Anything in this Agreement to the contrary notwithstanding, the General Partner shall have no authority to cause the Partnership to terminate the Depositary Agreement unless such termination (i) is in connection with the Partnership entering into a similar agreement with another depositary selected by the General Partner, in its sole and absolute discretion, (ii) is as a result of the receipt of an opinion of counsel for the Partnership to the effect that such termination is necessary in order for the Partnership to avoid being treated as an association taxable as a corporation for federal income tax purposes or to avoid being in violation of any applicable federal or state securities laws, or (iii) is in connection with the dissolution of the Partnership pursuant to Article XIII.
(b) Anything in this Agreement to the contrary notwithstanding, the General Partner shall have no authority to cause the Partnership, in its capacity as sole limited partner of the Operating Partnership, to consent to any proposal submitted for the approval of the limited partners of the Operating Partnership unless the Record Holders, pursuant to Section 14.11(b) hereof, vote to approve such proposal in at least the same percentage as is required by the OLP Partnership Agreement for the approval of such proposal by the limited partners of the Operating Partnership.
Restrictions on Authority of General Partner. Without the prior approval of the Limited Partner the General Partner shall not:
(a) Sell, exchange, lease (except leases to Qualified Tenants) or otherwise dispose of all or a substantial part of the assets of the Partnership;
(b) Incur indebtedness other than the Mortgage Loan in the name of the Partnership, other than in the ordinary course of the Partnership's business;
(c) Engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner;
(d) Admit a General Partner, or elect to continue the Partnership's business after a General Partner ceases to be a General Partner (other than by removal) where there is no remaining or surviving General Partner;
(e) Contract away the fiduciary duty owed to the Limited Partner at common law; or
(f) Take any action which would cause the Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC.
Restrictions on Authority of General Partner. 11.4.1. Without the consent of the Limited Partner, the General Partner shall have no authority to:
(i) do any act in contravention of this Agreement:
(ii) do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(iii) possess Property, or assign rights in specific Property, for other than a Partnership purpose;
(iv) borrow money on behalf of the Partnership other than in the ordinary course of business, or grant consensual liens on Partnership property;
(v) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(vi) dissolve or liquidate the Partnership;
(vii) sell or lease, or otherwise dispose of all or substantially all of the assets of the Partnership other than in its ordinary course of business;
(viii) file a voluntary petition or otherwise initiate proceedings to have the Partnership adjudicated insolvent or seeking an order for relief of the Partnership as debtor under the United States Bankruptcy Code (11 U.S.C. §§101 et seq.), or file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Partnership; or seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Partnership or of all or any substantial part of the properties and assets of the Partnership, or make any general assignment for the benefit of creditors of the Partnership, or admit in writing the inability of the Partnership to pay its debts generally as they become due, or declare or effect a moratorium on the Partnership’s debt or take any action in furtherance of any action; or
(ix) amend this Agreement or the Certificate of Limited Partnership except as permitted in Article 18.
Restrictions on Authority of General Partner. (a) Without the consent of all of the Partners, no General Partner shall have the authority to:
(i) do any act in contravention of this Agreement;
(ii) do any act which would make it impossible to carry on the business of the Partnership, except as otherwise provided in this Agreement;
(iii) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(iv) borrow any money from or lend any of the Partnership funds to the General Partner or any Limited Partner pursuant to any agreement or loan arrangement which contains interest rates, security provisions, or repayment terms less favorable to the Partnership than those that an independent third party lender or borrower (as the case may be) would require; or
(v) sell any Partnership assets to or buy any real or personal property from the General Partner or any Limited Partner unless the sales or purchase price is at fair market value and on terms to which an independent seller or buyer (as the case may be) would agree.
(b) Except as otherwise provided by this Agreement, no Limited Partner in its capacity as such, shall have any right to participate in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any way. Any Partner who acts beyond the scope of the authority granted by this Agreement shall, in addition to any other remedy available to the Partnership or the other Partners, be liable in damages to the Partnership and each other Partner for any loss or damages that they may incur or suffer as a consequence of such act.
