Rights and Duties of the General Partner. Except as otherwise provided herein, the General Partner shall have full, exclusive and complete authority and discretion in the management and control of the business of the Partnership and shall make all decisions affecting the business of the Partnership. Further, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law or this Agreement, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. The General Partner shall manage and control the affairs of the Partnership to the best of its ability and shall use its best efforts to carry out the business of the Partnership as set forth in Article II.
Rights and Duties of the General Partner. (a) The General Partner shall have the exclusive right to manage and control the affairs of the Partnership, and shall have the power and authority to do all things necessary or proper to carry out the purposes of the Partnership. The General Partner shall devote an amount of time and attention that the General Partner in its sole discretion deems necessary or appropriate.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority:
(i) to engage independent agents, investment advisors, attorneys, accountants and custodians as the General Partner deems necessary or advisable for the affairs of the Partnership;
(ii) to receive, buy sell, exchange, trade, and otherwise deal in and with Securities and other property of the Partnership;
(iii) to open, conduct and close accounts with brokers on behalf of the Partnership and to pay the customary fees and charges applicable to transactions in those accounts;
(iv) to open, maintain and close accounts, including margin accounts, with brokers and banks, and to draw checks and other orders for the payment of money by the Partnership;
(v) to file, on behalf of the Partnership, all required local, state and Federal tax and other returns relating to the Partnership;
(vi) to cause the Partnership to purchase or bear the cost of any insurance covering the potential liabilities of the General Partner and any associate, employee or agent of the General Partner arising out of the General Partner's actions as General Partner under this Agreement;
(vii) to cause the Partnership to purchase or bear the cost of any insurance covering the potential liabilities of any person serving as a director, officer or employee of an entity in which the Partnership has an investment or of which the Partnership is a creditor;
(viii) to commence or defend litigation or submit to arbitration any claim or cause of action that pertains to the Partnership or any Partnership assets;
(ix) to enter into, make and perform contracts, agreements and other undertakings, and to do any other acts, as the General Partner deems necessary or advisable for, or as may be incidental to, the conduct of the business of the Partnership, including, without limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other person, firm or corporation having any business, financial or other relationship with any Partner or Partners:
(x) to make or revoke el...
Rights and Duties of the General Partner. The General Partner shall be responsible for the day-to-day operations of the Partnership and shall possess all rights, powers and privileges of a general partner under the Texas Act.
Rights and Duties of the General Partner. 7.1 Management 13 7.2 Right of Public to Rely on Authority of the General Partner 16 7.3 Reimbursement 16 7.4 Compensation of the Partners 16 7.5 Contracts with Affiliates 16 7.6 Waiver and Indemnification 16 7.7 Title Holder 17 7.8 Continuing Qualification of REIT Status 17 8.1 General Restriction on Transfer 18 8.2 Further Restrictions on Transfer 18 8.3 New Partners 19 8.4 Dissolution of Partnership upon Transfer 19 9.1 Dissolution 20 9.2 Assumption of Agreements 20 9.3 Accounting 20 9.4 Liquidating Trustee 20 9.5 Liquidating Distribution 21 9.6 Distributions in Accordance with Capital Accounts 22 9.7 Distributions in Kind 22
10.1 Amendments 23 10.2 Further Assurances 23 10. 3 Notices 23 10.4 Governing Law 23 10.5 Captions 23 10.6 Pronouns and Headings 23 10.7 Article, Section-and Exhibit References 24 10.8 Successors and Assigns 24 10.9 Extension not a Waiver 24 10.10 Severability 24 10.11 Entire Agreement 24 10.12 Waiver of Partition 24 10.13 Counterparts 24 THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of” the 11th day of January, 1994, by and among the Persons whose names are subscribed to a counterpart hereof.
Rights and Duties of the General Partner. (a) Except as otherwise expressly provided for herein, the General Partner shall have all rights and powers of a general partner under the Delaware Act, and shall have the power and authority in the management of the Partnership’s business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of the Partnership in accordance with this Agreement including, for the avoidance of doubt, the entry into any Partnership Sale in accordance with the terms and conditions set forth in this Agreement.
(b) The General Partner may delegate to any Person or Persons all or any of the powers, rights, privileges, duties and discretion vested in it in this Section 2.2 and such delegation may be made upon such terms and conditions as the General Partner shall determine; provided, that no such delegation shall modify the obligations or liabilities of the General Partner as general partner of the Partnership under the Delaware Act and under this Agreement. The General Partner may, at any time, terminate any delegation made pursuant to this Section 2.2(b).
Rights and Duties of the General Partner. EXPENSES
Rights and Duties of the General Partner. Except as otherwise expressly provided in this Agreement, the management and operation of the Partnership shall be vested exclusively in the General Partner, who shall have the power on behalf and in the name of the Partnership to carry out any and all of the purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto. The General Partner agrees it shall conduct the business of the Partnership in accordance with the purpose set forth in Section 1.6. Except as otherwise expressly provided in this Agreement, the General Partner shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act necessary or convenient to carry out the purposes of the Partnership. Without limiting the foregoing, but except as otherwise expressly provided in this Agreement, the General Partner is hereby authorized and empowered in the name of and on behalf of the Partnership:
Rights and Duties of the General Partner. 7.1 Management 13 7.2 Right of Public to Rely on Authority of the General Partner 15 7.3 Reimbursement 15 7.4 Compensation of the Partners 15 7.5 Contracts with Affiliates 15 7.6 Waiver and Indemnification 16 7.7 Title Holder 16 7.8 Continuing Qualification of REIT Status 17
Rights and Duties of the General Partner. Subject to Paragraph 4.3 of this Agreement, the General Partner shall have full and complete authority and discretion in the management and control of the affairs of the Partnership; shall make all decisions affecting Partnership affairs; and perform, when appropriate in its judgment, any and all acts customary or incident to the management of the Partnership business. Without limiting the foregoing powers, it is hereby agreed that the General Partner, on behalf of and at the cost and expense of the Partnership may, without the necessity of consent or joinder by the Limited Partners:
A. Take all actions necessary to apply for, secure and maintain all the necessary approvals for the acquisition, development, construction and operation of the Resort.
B. Decide upon and oversee the financing, operation and management of the Resort within the financial parameters imposed by the Budget. In addition, it shall have the rights and powers required or appropriate to the financing, operations and management of the business of the Partnership, including:
(1) Employing or retaining such accountants, attorneys, managers, agents and other management or service personnel as may from time to time be necessary to carry on the business of the Partnership; and
(2) Commencing, defending and settling litigation.
Rights and Duties of the General Partner. Except as otherwise expressly provided herein, the management and operation of the Partnership shall be vested exclusively in the General Partner, which shall have the power on behalf and in the name of the Partnership to carry out any and all of the purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto. Except as otherwise expressly provided in this Agreement, the General Partner shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Delaware Act necessary or convenient to carry out the purposes of the Partnership. Without limiting the foregoing, but except as otherwise expressly provided in this Agreement, the General Partner is hereby authorized and empowered in the name of and on behalf of the Partnership:
(i) to make, own, manage, supervise and dispose of investments of the Partnership, including Investments, and to execute and deliver in the Partnership’s name any and all instruments necessary to effectuate such transactions;
(ii) to alter or restructure Portfolio Investments at any time during the Term without, unless otherwise required by this Agreement, any requirement that the General Partner make distributions to the Partners in connection therewith; Investments;
(iii) to invest Partnership funds in Temporary (iv) to deposit and withdraw the funds of the Partnership Securities, monies, documents and papers belonging to or relating to the Partnership;
