Restrictions on Authority. Notwithstanding any other provisions of this Agreement: No General Partner shall have authority to perform any act in violation of any applicable laws or regulations, the Project Documents or any agreement between the Partnership and any Authority or any Lender, or to take any action which under the Uniform Act or this Agreement requires the approval, ratification or consent of some or all of the Partners without first obtaining such approval, ratification or consent, as the case may be. The General Partner shall not have authority to do any of the following acts, except with the Consent of the Special Limited Partner and the approval, to the extent required, of any Authority and any Lender: acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex, the aggregate value of which shall exceed $10,000 (other than easements or similar rights necessary or appropriate for the operation of the Apartment Complex); become personally liable on or in respect of, or guarantee, a Mortgage Note or a Mortgage or any other indebtedness of the Partnership; pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 5.7 or Articles VI, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted to the Special Limited Partner elsewhere herein.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Homes for America Holdings Inc), Limited Partnership Agreement (Homes for America Holdings Inc)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of the Act, any other applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of ten thousand dollars ($10,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of ten thousand dollars ($10,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) to increase, decrease or modify the terms of or refinance any Mortgage Loan;
(vi) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(vii) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(viii) to terminate any Material Agreement;
(ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) to execute contracts with any Agency, the aggregate value of which shall exceed $10,000 State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program;
(other than easements xi) to amend any construction or similar rights necessary rehabilitation contract;
(xii) to pledge or appropriate for the operation assign any of the Apartment ComplexCapital Contributions of the Investment Limited Partner or the proceeds thereof (except to the extent required by the terms of the Construction Loan Documents and agreed to in writing by the Special Limited Partner); become personally liable on ;
(xiii) to amend any Project Document, or in respect to permit any party thereunder to waive any provision thereof, to the extent that the effect of such amendment or waiver would be to eliminate, diminish or defer any obligation or undertaking of the Partnership, the General Partner or its Affiliates which accrues, directly or indirectly, to the benefit of, or guaranteeprovides additional security or protection to, the Investment Limited Partner (notwithstanding that the Investment Limited Partner is neither a Mortgage Note party to nor express beneficiary of such provision or was not a Mortgage partner when such provision became effective);
(xiv) to approve any changes to the Plans and Specifications for the Apartment Complex which would result, either individually or any other indebtedness in the aggregate, in an overall development cost increase or decrease in excess of $25,000;
(xv) to permit the merger, termination or dissolution of the Partnership; pay or
(xvi) to do any salaryact required to be approved or ratified by all limited partners under the Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a) and such violation is continuing thirty (30) days after the receipt of notice thereof, fees the Special Limited Partner in its sole discretion and without prejudice to its rights under Sections 4.5(b) and 7.6(a), may cause itself or its designee to be admitted as an additional General Partner without any further action by any other compensation Partner. Upon any such admission of an additional General Partner, each existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partnership Interest so that the additional General Partner shall receive not less than a one percent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership in consideration of one dollar ($1.00) and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and shall be irrevocably delegated all of the power and authority of all of the General Partner pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner or at any Affiliate thereoftime, except leaving the prior General Partner once again as authorized by Section 5.7 or Articles VIthe only General Partner, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Article VII notwithstanding. Each Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner on an after- tax basis shall fully indemnify and hold harmless the additional General Partner from and against any and all Adverse Consequences sustained by the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such additional General Partner).
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of the Act, any other applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of twenty thousand dollars ($20,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of twenty thousand dollars ($20,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) except as otherwise provided in Article III, to increase, decrease or modify the terms of or refinance any Mortgage Loan, such Consent of the Special Limited Partner not to be unreasonably withheld;
(vi) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(vii) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(viii) to terminate any Material Agreement;
(ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) to execute contracts with any Agency, the aggregate value State of which shall exceed $10,000 Tennessee or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program;
(other than easements xi) to amend in any material respect any construction or similar rights necessary rehabilitation contract;
(xii) to pledge or appropriate for the operation assign any of the Apartment ComplexCapital Contributions of the Investment Limited Partner or the proceeds thereof (except to the extent required by the terms of the Construction Loan Documents and agreed to in writing by the Special Limited Partner); become personally liable on ;
(xiii) to amend any Project Document, or in respect to permit any party thereunder to waive any provision thereof, to the extent that the effect of such amendment or waiver would be to materially eliminate, diminish or defer any obligation or undertaking of the Partnership, the General Partner or its Affiliates which accrues, directly or indirectly, to the benefit of, or guaranteeprovides additional security or protection to, the Investment Limited Partner (notwithstanding that the Investment Limited Partner is neither a Mortgage Note party to nor express beneficiary of such provision or was not a Mortgage partner when such provision became effective);
(xiv) to approve any changes to the Plans and Specifications for the Apartment Complex which would result, either individually or any other indebtedness in the aggregate, in an overall development cost increase or decrease in excess of $25,000;
(xv) to permit the merger, termination or dissolution of the Partnership; pay or
(xvi) to do any salaryact required to be approved or ratified by all limited partners under the Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a), fees the Special Limited Partner in its sole discretion and without prejudice to its rights under Sections 405(b) and 7.6(a), may cause itself or its designee to be admitted as an additional General Partner without any further action by any other compensation Partner. Upon any such admission of an additional General Partner, each existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partnership Interest so that the additional General Partner shall receive not less than a one- hundredth of one percent (0.01%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership in consideration of one dollar ($1.00) and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and shall be irrevocably delegated all of the power and authority of all of the General Partner pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner or at any Affiliate thereoftime, except leaving the prior General Partner once again as authorized by Section 5.7 or Articles VIthe only General Partner, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Article VII notwithstanding. Each Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner on an after-tax basis shall fully indemnify and hold harmless the additional General Partner from and against any and all Adverse Consequences sustained by the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such additional General Partner).
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of the Act, any other applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of ten thousand dollars ($10,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of ten thousand dollars ($10,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) to increase, decrease or modify the terms of or refinance any Mortgage Loan;
(vi) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(vii) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(viii) to terminate any Material Agreement;
(ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) to execute contracts with any Agency, the aggregate value of which shall exceed $10,000 State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program;
(other than easements xi) to amend any construction or similar rights necessary rehabilitation contract;
(xii) to pledge or appropriate for the operation assign any of the Apartment ComplexCapital Contributions of the Investment Limited Partner or the proceeds thereof (except to the extent required by the terms of the Construction Loan Documents and agreed to in writing by the Special Limited Partner); become personally liable on ;
(xiii) to amend any Project Document, or in respect to permit any party thereunder to waive any provision thereof, to the extent that the effect of such amendment or waiver would be to eliminate, diminish or defer any obligation or undertaking of the Partnership, the General Partner or its Affiliates which accrues, directly or indirectly, to the benefit of, or guaranteeprovides additional security or protection to, the Investment Limited Partner (notwithstanding that the Investment Limited Partner is neither a Mortgage Note party to nor express beneficiary of such provision or was not a Mortgage partner when such provision became effective);
(xiv) to approve any changes to the Plans and Specifications for the Apartment Complex which would result, either individually or any other indebtedness in the aggregate, in an overall development cost increase or decrease in excess of $50,000;
(xv) to permit the merger, termination or dissolution of the Partnership; pay or
(xvi) to do any salaryact required to be approved or ratified by all limited partners under the Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a), fees the Special Limited Partner in its sole discretion and without prejudice to its rights under Sections 405(b) and 7.6(a), may cause itself or its designee to be admitted as an additional General Partner without any further action by any other compensation Partner. Upon any such admission of an additional General Partner, each existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partnership Interest so that the additional General Partner shall receive not less than a one one- hundredth of one percent (0.01%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership in consideration of one dollar ($1.00) and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and shall be irrevocably delegated all of the power and authority of all of the General Partner pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner or at any Affiliate thereoftime, except leaving the prior General Partner once again as authorized by Section 5.7 or Articles VIthe only General Partner, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Article VII notwithstanding. Each Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner on an after-tax basis shall fully indemnify and hold harmless the additional General Partner from and against any and all Adverse Consequences sustained by the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such additional General Partner).
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of any applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of ten thousand dollars ($10,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of ten thousand dollars ($10,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) following Permanent Mortgage Commencement, and except as otherwise specifically provided in Section 3.2, to increase, decrease or modify the aggregate value terms of which shall exceed $10,000 or refinance any Mortgage Loan;
(other than easements or similar rights necessary or appropriate for vi) to rent apartments in the operation Apartment Complex such that the Apartment Complex would not meet the requirements of the Apartment Complex); become personally liable on Minimum Set-Aside Test or in respect ofthe Rent Restriction Test;
(vii) to sell, exchange or guarantee, a Mortgage Note otherwise convey or a Mortgage or any other indebtedness of the Partnership; pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 5.7 or Articles VI, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of transfer the Apartment Complex or modify or refinance substantially all the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services assets of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify Partnership;
(viii) to terminate any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties Material Agreement;
(ix) to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem commence a proceeding seeking any decree, relief, order or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for appointment in this Agreement; approve the Withdrawal of a General Partner or the admission of a successor or additional General Partners or Limited Partners respect to the Partnership except in accordance with under the express terms hereof; federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to convert consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) to execute contracts with any Agency, the State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program;
(xi) to cooperative amend any construction or condominium ownershiprehabilitation contract;
(xii) to pledge or assign any of the Capital Contributions of the Investment Limited Partner or the proceeds thereof (except to the extent required by the terms of the Construction Loan Documents and agreed to in writing by the Special Limited Partner); or
(xiii) to do any act required to be approved or ratified by all limited partners under the Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a), the Special Limited Partner in its sole discretion, may cause itself or permit its designee to be admitted as an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, each existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partnership Interest so that the additional General Partner shall receive not less than a one percent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership to be merged with in consideration of one dollar ($1.00) and any other entity; cause or permit consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Partnership to make loans to Managing General Partner and shall be irrevocably delegated all of the power and authority of all of the General Partner or pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner at any time, leaving the prior General Partner once again as the only General Partner, the provisions of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable EventArticle VII notwithstanding. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted Each Partner hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all Adverse Consequences sustained by the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such additional General Partner).
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. Notwithstanding Without the consent of Sitestar, the Members have no authority to:
(a) do any other provisions act in contravention of this Agreement: No General Partner shall have authority ;
(b) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;
(c) possess Property, or assign rights in specific Property, for other than a Company purpose;
(d) knowingly perform any act that would subject any Member to liability for the obligations of the Company in violation any jurisdiction;
(e) amend this Agreement or the Certificate;
(f) dissolve the Company;
(g) file a voluntary petition or otherwise initiate proceedings (x) to have the Company adjudicated insolvent or, (y) seeking an order for relief of the Company as debtor under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.); 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 Company; or seek the appointment of any applicable laws trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or regulations, other similar official) of the Project Documents Company or of all or any agreement between substantial part of the Partnership and any Authority or any LenderProperty, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company's debt or take any action which under in furtherance of any proscribed action;
(h) require additional Capital Contributions;
(i) admit new Members or cause the Uniform Act withdrawal of a Member;
(j) remove or this Agreement requires the approval, ratification replace a Manager or Tax Matters Person;
(k) consent to Transfers of some Membership Interests;
(l) transfer all or substantially all of the Partners without first obtaining such approval, ratification Property;
(m) merge or consent, as convert the case may be. The General Partner shall not have authority Company pursuant to do the Delaware Act;
(n) issue additional Interests or other securities of the Company or any obligation convertible into additional Interests or other securities of the Company or the grant of any option or right to acquire any of the following acts, except with the Consent of the Special Limited Partner and the approval, to the extent required, of any Authority and any Lender: acquire any real or personal property foregoing; or
(tangible or intangibleo) in addition to the Apartment Complex, the aggregate value of which shall exceed $10,000 (other than easements or similar rights necessary or appropriate for the operation of the Apartment Complex); become personally liable on or in respect of, or guarantee, a Mortgage Note or a Mortgage or do any other indebtedness of the Partnership; pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 5.7 or Articles VI, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided matters expressly set forth in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted to the Special Limited Partner elsewhere hereinrequiring Sitestar’s approval.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sitestar Corp)
Restrictions on Authority. Notwithstanding any other provisions of this Agreement: :
A. No General Partner shall have authority to perform any act in violation of any applicable laws law or regulationsregulation, the Project Documents or any agreement between the Partnership and any Authority Credit Agency or any Lender, or to take any action which under the Uniform Act or this Agreement requires the approval, ratification or consent Consent of some or all of the Partners without first obtaining such approval, ratification or consentConsent, as the case may be. The .
B. No General Partner shall not have any authority to do any of the following actsacts on behalf of the Partnership, except with the Consent of the Special Administrative Limited Partner and the approval, to the extent required, of any Authority Credit Agency and any Lender: acquire :
(i) Acquire any real or personal property (tangible or intangible) in addition except to the Apartment Complexextent approved in an approved annual budget;
(ii) Acquire, the aggregate value of which shall exceed $10,000 (other than easements or similar rights necessary or appropriate for the operation of the Apartment Complex); become personally liable on or in respect of, or guarantee, directly or indirectly (or allow any person related to any General Partner within the meaning of Section 752 of the Code to acquire, become liable on or guaranty), all or any portion of a Mortgage Note or a Mortgage or, except as otherwise contemplated herein or in the Development Services Agreement, any other indebtedness of the Partnership; pay ;
(iii) Pay any salary, fees or other compensation to a General Partner or any Affiliate thereofits Affiliates, except as authorized by Section 5.7 5.7, or Articles VI6 and 8 hereof, VIII or IX hereof or as otherwise specifically provided for in this Agreement; sell ;
(iv) Sell all or any portion of the Apartment Complex or modify modify, prepay or refinance the Mortgage Loan or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in accordance with Section 5.4 hereof; terminate ;
(v) Terminate the services of the Accountants, the Contractor Accountants or the Management Agent, Agent (the Consent of the Administrative Limited Partner shall not be unreasonably withheld) or terminate, amend or modify any Project Document or grant Document;
(vi) Make any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties capital improvement to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex the aggregate value of which shall exceed $25,000 (or any other amount approved in an annual budget) in any Fiscal Year (other than in response to cooperative an emergency); or
(vii) make any election or condominium ownership; cause or permit take any other action which could result in the Partnership being taxed as an entity other than a partnership for federal income tax purposes.
C. No General Partner shall have any authority to submit any Draw Request for Mortgage Loan proceeds to any Lender and/or approve any change order except with the Consent of the Administrative Limited Partner (which will not unreasonably be merged with withheld), provided that Consent of the Administrative Limited Partner shall not be required for any change order where the addition or reduction to the total construction cost resulting from such change order plus any other entity; cause or permit the Partnership to make loans change orders related to the same modification to the Plans and Specifications does not in total exceed $25,000. All Draw Requests payable from Capital Contributions shall be subject to the approval of the Administrative Limited Partner, which shall not unreasonably be withheld; provided, however, if the Administrative Limited Partner does not notify the General Partners within five calendar days after receipt of such request or proposed change order of the Administrative Limited Partner's disapproval, together with a reasonably detailed explanation of the reasons for such disapproval, then the request and/or change order shall be deemed approved.
D. The Administrative Limited Partner or any will designate a representative for the review of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized all construction draw requests. No draw shall be obtained by the Partnership General Partners without the approval of such representative, which will not unreasonably be withheld or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted to the Special Limited Partner elsewhere hereindelayed.
Appears in 1 contract
Samples: Limited Partnership Agreement (Homes for America Holdings Inc)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner Partners shall have no authority to perform any act in violation of any applicable laws law, FmHA, Authority, or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires the approvaland any applicable FmHA, ratification Authority, or consent of some other government regulations or all requirements of the Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners without first obtaining such approval, ratification or consent, as the case may be. The General Partner shall not have any authority to do any of the following acts, except with acts without the Consent of the Special Investment Limited Partner and the approvalprior written consent of the Special Limited Partner:
(1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans or the Working Capital Loan;
(2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person;
(3) Following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except
(a) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (b) construction paid for from insurance proceeds;
(4) To acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(5) Following Permanent Mortgage Closing, to increase, decrease (except through the fifty year amortization schedule provided for in the Permanent Mortgage) or refinance the Permanent Mortgage;
(6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set Aside Test, the aggregate value of which shall exceed $10,000 Rent Restriction Test, the Extended Use Agreement, or the Regulatory Agreement;
(other than easements 7) To sell, exchange or similar rights necessary otherwise convey or appropriate for transfer the operation Apartment Complex or substantially all the assets of the Apartment Complex); become personally liable on Partnership;
(8) To terminate any agreement with FmHA and/or any Authority;
(9) To execute contracts with any agency, the State of Nevada or in respect of, any subdivision or guarantee, a Mortgage Note or a Mortgage agency thereof or any other indebtedness government agency to make apartments or tenants in the Apartment Complex eligible for any public subsidy program;
(10) To cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership; pay 's business or property, or to cause the Partnership to consent to any salarysuch decree, fees relief, order or appointment initiated by any Person other compensation to a General Partner than the Partnership;
(11) To execute leases of some or any Affiliate thereof, except as authorized by Section 5.7 or Articles VI, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the apartment units of the Apartment Complex to a public housing authority and/or to a non- profit corporation, cooperative or modify or refinance other non-profit Entity;
(12) To amend the Mortgage or incur any indebtedness Construction Contract, except for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation change orders approved by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted to the Special Limited Partner elsewhere herein.Lender;
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of any applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of twenty thousand dollars ($20,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of twenty thousand dollars ($20,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) following Permanent Mortgage Commencement, and except as otherwise specifically provided in Section 3.2, to increase, decrease or modify the aggregate value terms of which shall exceed $10,000 or refinance any Mortgage Loan;
(other than easements or similar rights necessary or appropriate for vi) to rent apartments in the operation Apartment Complex such that the Apartment Complex would not meet the requirements of the Apartment Complex); become personally liable on Minimum Set-Aside Test or in respect ofthe Rent Restriction Test;
(vii) to sell, exchange or guarantee, a Mortgage Note otherwise convey or a Mortgage or any other indebtedness of the Partnership; pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 5.7 or Articles VI, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of transfer the Apartment Complex or modify or refinance substantially all the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services assets of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify Partnership;
(viii) to terminate any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties Material Agreement;
(ix) to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem commence a proceeding seeking any decree, relief, order or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for appointment in this Agreement; approve the Withdrawal of a General Partner or the admission of a successor or additional General Partners or Limited Partners respect to the Partnership except in accordance with under the express terms hereof; federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to convert consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) with the exception of the HAP Contract and the Dayton Loan Documents, to execute contracts with any Agency, the State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program; (xi) to cooperative amend any construction or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would rehabilitation contract if such amendment will result in a recapture an aggregate change in the contract price of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other more than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted to the Special Limited Partner elsewhere herein.$5,000;
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner Partners shall have no authority to perform any act in violation of any applicable laws law, RECD or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable RECD or other government regulations or requirements of any Lender, the approval, ratification terms of such regulations or consent of some or all of requirements shall govern. Neither shall the General Partners without first obtaining such approval, ratification or consent, as the case may be. The General Partner shall not have any authority to do any of the following acts, except with acts without the Consent of the Special Limited Partner and Partner:
(1) To borrow in excess of $10,000 in the approvalaggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans or the Working Capital Loan;
(2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person;
(3) Following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except
(a) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (b) construction paid for from insurance proceeds;
(4) To acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(5) Following Permanent Mortgage Commencement, to increase, decrease (except through the aggregate value of which shall exceed $10,000 amortization schedule anticipated at Permanent Mortgage Commencement) or refinance the Permanent Mortgage;
(other than easements or similar rights necessary or appropriate for 6) To rent apartments in the operation Apartment Complex such that the Apartment Complex would not meet the requirements of the Apartment Complex); become personally liable on Minimum Set-Aside Test or in respect ofthe Rent Restriction Test;
(7) To sell, exchange or guarantee, a Mortgage Note otherwise convey or a Mortgage or any other indebtedness of the Partnership; pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 5.7 or Articles VI, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of transfer the Apartment Complex or modify substantially all the assets of the Partnership;
(8) To terminate any agreement with RECD;
(9) To pledge or refinance assign any of the Mortgage Capital Contribution of the Investment Limited Partner or incur the proceeds thereof; or
(10) To do any indebtedness for borrowed money except act required to be approved or ratified by all limited partners under the Uniform Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a), the Special Limited Partner, in its sole discretion, may cause itself or its designee to be admitted as specifically provided in this Agreement and subject an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, each pre-existing General Partner shall be deemed to have assigned proportionally to the provisions contained in Section 5.4 hereof; terminate the services of the Accountantsadditional General Partner, the Contractor or the Management Agentautomatically and without further action, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial such portion of its duties to a third party; amend or terminate General Partner interest so that the Operating Deficit Guaranty Agreement or any additional General Partner shall receive not less than one hundredth of one percent (0.01%) interest in the profits, losses, tax credits and distributions of the Other Guarantees, or grant Partnership in consideration of $1.00 and any waiver or consent thereunder; cause other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Partnership to redeem or repurchase Managing General Partner and be irrevocably delegated all or any portion of the Interest power and authority of a Partner; accept all of the General Partners pursuant to Section 6.13. Any such additional Capital Contributions other than those expressly provided for in this Agreement; approve General Partner shall have the Withdrawal of right to withdraw as a General Partner or at any time, leaving the admission of a successor or additional pre-existing General Partners or Limited Partners to once again as the Partnership except in accordance with only General Partners, the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General provisions of Article VII notwithstanding. Each Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend the Certificate and this Agreement and to do anything else which, in the view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of the Act, any other applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of Twenty Thousand Dollars ($20,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of Ten Thousand Dollars ($10,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) to increase, decrease or modify the terms of or refinance any Mortgage Loan;
(vi) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(vii) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(viii) to terminate any Material Agreement;
(ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) with the exception of the HAP Contract, to execute contracts with any Agency, the State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program;
(xi) to amend any construction or rehabilitation contract if such amendment will result in an aggregate value change in the contract price of which shall exceed more than $10,000 5,000;
(other than easements xii) to pledge or similar rights necessary or appropriate for the operation assign any of the Apartment Complex); become personally liable on Capital Contributions of the Investment Limited Partner or the proceeds thereof;
(xiii) except as otherwise provided in respect this Agreement, to amend any Project Document, or to permit any party thereunder to waive any provision thereof, to the extent that the effect of such amendment or waiver would be to eliminate, diminish or defer any obligation or undertaking of the Partnership, the General Partner or its Affiliates which accrues, directly or indirectly, to the benefit of, or guaranteeprovides additional security or protection to, the Investment Limited Partner (notwithstanding that the Investment Limited Partner is neither a Mortgage Note party to nor express beneficiary of such provision or was not a Mortgage partner when such provision became effective);
(xiv) to approve any changes to the plans and specifications for the Apartment Complex which would result, either individually or any other indebtedness in the aggregate, in an overall development cost increase or decrease in excess of $50,000;
(xv) to permit the merger, termination or dissolution of the Partnership; pay or
(xvi) to do any salary, fees act required to be approved or other compensation to a ratified by all limited partners under the Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a) and such violation continues for ten (10) days after receipt of written notice from the Special Limited Partner by the General Partner, the Special Limited Partner in its sole discretion and without prejudice to its rights under Sections 4.5(b) and 7.6(a), may cause itself or its designee to be admitted as an additional General Partner without any Affiliate thereoffurther action by any other Partner. Upon any such admission of an additional General Partner, except as authorized by Section 5.7 or Articles VI, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject each existing General Partner shall be deemed to have assigned proportionally to the provisions contained in Section 5.4 hereof; terminate the services of the Accountantsadditional General Partner, the Contractor or the Management Agentautomatically and without further action, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial such portion of its duties to General Partnership Interest so that the additional General Partner shall receive a third party; amend or terminate one percent (1%) interest in the Operating Deficit Guaranty Agreement or any Profits, Losses, Tax Credits and distributions of the Other Guarantees, or grant Partnership in consideration of one dollar ($1.00) and any waiver or consent thereunder; cause other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Partnership to redeem or repurchase Managing General Partner and shall be irrevocably delegated all or any portion of the Interest power and authority of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal all of a General Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership pursuant to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event6.13. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted Each Partner hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of the Special Limited Partner as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder in existence at the time of such admission, and such additional General Partner shall fully indemnify and hold harmless each other General Partner from and against any and all Adverse Consequences sustained by any such other General Partner as a result of the action of the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such other General Partner).
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of any applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of ten thousand dollars ($10,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of ten thousand dollars ($10,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) following Permanent Mortgage Commencement, and except as otherwise specifically provided in Section 3.2, to increase, decrease or modify the terms of or refinance any Mortgage Loan;
(vi) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(vii) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(viii) to terminate any Material Agreement;
(ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) to execute contracts with any Agency, the aggregate value of which shall exceed $10,000 State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program;
(other than easements xi) to amend any construction or similar rights necessary rehabilitation contract;
(xii) to pledge or appropriate for the operation assign any of the Apartment ComplexCapital Contributions of the Investment Limited Partner or the proceeds thereof (except to the extent required by the terms of the Construction Loan Documents and agreed to in writing by the Special Limited Partner); become personally liable on ;
(xiii) to amend any Project Document, or in respect to permit any party thereunder to waive any provision thereof, to the extent that the effect of such amendment or waiver would be to eliminate, diminish or defer any obligation or undertaking of the Partnership, the General Partner or its Affiliates which accrues, directly or indirectly, to the benefit of, or guaranteeprovides additional security or protection to, the Investment Limited Partner (notwithstanding that the Investment Limited Partner is neither a Mortgage Note party to nor express beneficiary of such provision or was not a Mortgage partner when such provision became effective);
(xiv) to approve any changes to the plans and specifications for the Apartment Complex which would result, either individually or any other indebtedness in the aggregate, in an overall development cost increase or decrease in excess of $50,000;
(xv) to permit the merger, termination or dissolution of the Partnership; pay or
(xvi) to do any salaryact required to be approved or ratified by all limited partners under the Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a), fees the Special Limited Partner in its sole discretion and without prejudice to its rights under Sections 4.5(b) and 7.6(a), may cause itself or its designee to be admitted as an additional General Partner without any further action by any other compensation Partner. Upon any such admission of an additional General Partner, each existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partnership Interest so that the additional General Partner shall receive not less than a one percent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership in consideration of one dollar ($1.00) and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and shall be irrevocably delegated all of the power and authority of all of the General Partner pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner or at any Affiliate thereoftime, except leaving the prior General Partner once again as authorized by Section 5.7 or Articles VIthe only General Partner, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Article VII notwithstanding. Each Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner on an after-tax basis shall fully indemnify and hold harmless the additional General Partner from and against any and all Adverse Consequences sustained by the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such additional General Partner).
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Restrictions on Authority. (a) Notwithstanding any other provisions Section of this Agreement: No , the General Partner shall have no authority to perform any act in violation of the Act, any other applicable laws law, Agency or other government regulations, the Project Documents or any agreement between the Partnership and any Authority or requirements of any Lender, or to take the Project Documents. In the event of any action which under conflict between the Uniform Act or terms of this Agreement requires and any applicable Regulations or requirements of any Lender, the approval, ratification terms of such Regulations or consent the requirements of some or all of the Partners without first obtaining such approval, ratification or consentLender, as the case may be, shall govern. The Subject to the provisions of Section 6.2(b), the General Partner Partner, acting in its capacity as General Partner, shall not have authority to do any of the following actsauthority, except with without the Consent of the Special Limited Partner and Partner:
(i) to have unsecured borrowings in excess of twenty thousand dollars ($20,000.00) in the approvalaggregate at any one time outstanding, except borrowings constituting Subordinated Loans or Credit Recovery Loans;
(ii) to borrow from the Partnership or commingle Partnership funds with the funds of any other Person;
(iii) following the Completion Date, to construct any new or replacement capital improvements on the extent requiredApartment Complex which substantially alter the character or use of the Apartment Complex or which cost in excess of twenty thousand dollars ($20,000.00) in a single Fiscal Year, except (x) replacements and remodeling in the ordinary course of any Authority and any Lender: business or under emergency conditions or (y) construction paid for from insurance proceeds;
(iv) to acquire any real or personal property (tangible or intangible) in addition to the Apartment Complex;
(v) except as otherwise provided in Article III, to increase, decrease or modify the terms of or refinance any Mortgage Loan, such Consent of the Special Limited Partner not to be unreasonably withheld;
(vi) to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test;
(vii) to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;
(viii) to terminate any Material Agreement;
(ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;
(x) to execute contracts with any Agency, the aggregate value of which shall exceed $10,000 State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program;
(other than easements xi) to amend in any material respect any construction contract;
(xii) to pledge or similar rights necessary or appropriate for the operation assign any of the Apartment ComplexCapital Contributions of the Investment Limited Partner or the proceeds thereof (except to the extent required by the terms of the Bond Loan Documents and the Letter of Credit Documents and agreed to in writing by the Special Limited Partner); become personally liable on ;
(xiii) to amend any Project Document, or in respect to permit any party thereunder to waive any provision thereof, to the extent that the effect of such amendment or waiver would be to materially eliminate, diminish or defer any obligation or undertaking of the Partnership, the General Partner or its Affiliates which accrues, directly or indirectly, to the benefit of, or guaranteeprovides additional security or protection to, the Investment Limited Partner (notwithstanding that the Investment Limited Partner is neither a Mortgage Note party to nor express beneficiary of such provision or was not a Mortgage partner when such provision became effective);
(xiv) to approve any changes to the plans and specifications for the Apartment Complex which would result, either individually or any other indebtedness in the aggregate, in an overall development cost increase or decrease in excess of $25,000;
(xv) to permit the merger, termination or dissolution of the Partnership; pay or
(xvi) to do any salaryact required to be approved or ratified by all limited partners under the Act.
(b) In the event that any General Partner violates any provision of Section 6.2(a), fees the Special Limited Partner in its sole discretion and without prejudice to its rights under Sections 405(b) and 7.6(a), may cause itself or its designee to be admitted as an additional General Partner without any further action by any other compensation Partner. Upon any such admission of an additional General Partner, each existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partnership Interest so that the additional General Partner shall receive not less than a one one- hundredth of one percent (0.01%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership in consideration of one dollar ($1.00) and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and shall be irrevocably delegated all of the power and authority of all of the General Partner pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner or at any Affiliate thereoftime, except leaving the prior General Partner once again as authorized by Section 5.7 or Articles VIthe only General Partner, VIII or IX hereof or specifically provided for in this Agreement; sell all or any portion of the Apartment Complex or modify or refinance the Mortgage or incur any indebtedness for borrowed money except as specifically provided in this Agreement and subject to the provisions contained in Section 5.4 hereof; terminate the services of the Accountants, the Contractor or the Management Agent, or terminate, amend or modify any Project Document or grant any material waiver or consent thereunder; engage a substitute Management Agent or approve the delegation by the Management Agent of all or a substantial portion of its duties to a third party; amend or terminate the Operating Deficit Guaranty Agreement or any of the Other Guarantees, or grant any waiver or consent thereunder; cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; accept additional Capital Contributions other than those expressly provided for in this Agreement; approve the Withdrawal of a General Article VII notwithstanding. Each Partner or the admission of a successor or additional General Partners or Limited Partners to the Partnership except in accordance with the express terms hereof; cause the Partnership to convert the Apartment Complex to cooperative or condominium ownership; cause or permit the Partnership to be merged with any other entity; cause or permit the Partnership to make loans to the General Partner or any of its Affiliates; grant any waivers or consents under any Project Documents; or cause or permit the Partnership to take or omit or suffer any action that would result in a recapture of Credits previously recognized by the Partnership or a reduction or disallowance of any Credits anticipated to be recognized by the Partnership as contemplated by Section 3.4.B hereof, other than an Unavoidable Event. The enumeration of the foregoing rights shall not diminish or affect the existence or exercise of other rights expressly granted hereby grants to the Special Limited Partner elsewhere hereina special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner on an after-tax basis shall fully indemnify and hold harmless the additional General Partner from and against any and all Adverse Consequences sustained by the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such additional General Partner).
(c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
