Rights and Powers of the General Partner. (a) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), (i) the General Partner in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) the General Partner, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in the management and control of the Partnership’s business.
(b) The General Partner shall have the right, power and authority to request from any Limited Partner such information as the General Partner deems necessary to eliminate or reduce the exposure of the Partnership or the Partners, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the General Partner may determine.
(c) Subject to the express provisions of this Agreement (including provisions requiring approval of the Investment Committee, the Majority-in-Interest of the Fund Unitholders or the REIT Board over certain matters), the General Partner is authorized to execute, deliver, and perform agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners to the fullest extent permitted under the Act or other applicable law, rule or regulation. The General Partner and each duly authorized member and officer of the General Partner may act for and in the name of the General Partner under this Agreement. In dealing with the General Partner acting for or on behalf of the Partnership, no Person shall be required to inquire into, and Persons dealing with the Partnership are entitled to rely conclusively on, the right, power and authority of the General Partner to bind the Partnership.
(d) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Limited Partner of any action taken by it. The General Partner and the Partnership shall have no liability to a Limited Partner as a result of an income tax liability incurred by such Limited Partner as a ...
Rights and Powers of the General Partner. The management and control of the business and affairs of the Partnership shall be vested in the General Partner, subject to the limitations set forth in Section 4.2 below. The General Partner shall conduct or cause to be conducted the Partnership's business and manage or cause to be managed the Partnership's affairs in its discretion and shall have and possess all rights and powers conferred by law and under this Agreement or otherwise necessary, advisable, desirable or consistent in connection therewith, including without limitation the following rights and powers:
(a) Enter into, make and perform such contracts, undertakings, leases and agreements, and do such other acts as it may deem necessary or advisable, or as may be incidental to, or necessary for, the conduct of the business of the Partnership;
(b) Open, maintain and close bank accounts and draw checks and other orders for the payment of money;
(c) Perform any and all other acts or activities customary or incident to the business of the Partnership;
(d) Be reimbursed for all reasonable and customary out-of-pocket expenses incurred in conducting the Partnership business, including without limitation to reasonable travel expenses, and costs related to Partnership accounting and bookkeeping services. In dealing with the General Partner acting on behalf of the Partnership, no person or entity shall be required to inquire into the authority of the General Partner to bind the Partnership. Persons and entities dealing with the Partnership shall be entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. Any document or instrument, including, without limitation, any deed, mortgage, deed of trust, deed to secure debt, promissory note, xxxx of sale, lease, contract of sale, option or management agreement required to be executed on behalf of the Partnership shall be executed by the General Partner, and no other signature or consent shall be required.
Rights and Powers of the General Partner. Subject to the express provisions of this Agreement and the other Fund Governing Documents (including provisions requiring approval of the Advisory Council, the Limited Partners or the Fund Limited Partners over certain matters), (i) the General Partner in its sole discretion shall have full, complete and exclusive right, power and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) the General Partner, in its sole discretion, shall have full, complete and exclusive right, power and authority in the management and control of the Partnership’s business (including causing property management agreements and other agreements for property-related services to be entered into with respect to the Properties and other assets of the Partnership). Without limiting the generality of the foregoing, it is understood and agreed that the General Partner may enter into letters of intent, purchase agreements and other commitments relating to the acquisition or sale of Properties and other assets of the Partnership.
Rights and Powers of the General Partner. Subject to the terms and conditions of this Agreement, the General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership and (ii) for the conduct of the business and affairs of the Partnership.
Rights and Powers of the General Partner. The General Partner shall have all of the rights and powers of a general partner as provided herein and in the Act as in effect from time to time and as otherwise provided by law. Action taken by the General Partner shall constitute the act of, and serve to bind, the Partnership. In addition, the General Partner is hereby granted the right, power and authority to do on behalf of the Partnership all things which, in its sole judgment, are necessary, proper or desirable to carry out the purposes of the Partnership and to conduct the business of the Partnership. Without limiting the generality of the foregoing, the General Partner shall have this right, power and authority, subject only to the Act and the terms of this Limited Partnership Agreement:
4.3.1 To employ or engage from time to time other persons, firms or corporations to perform services for the Partnership, including persons, firms and corporations that are directly or indirectly employed by, in a control relationship or affiliated with or otherwise related to any Partner, and to compensate such persons, firms or corporations for their performance of such services provided, however, that the employment of such persons shall be effected upon such terms and such compensation as are consistent with the usual terms of employment and the usual compensation as is customary in such person's business;
4.3.2 To enter into a management agreement or agreements with persons, firms and corporations to Manage the Real Estate and Property improvements thereon; 4.
Rights and Powers of the General Partner. (a) Subject to the terms and conditions of this Agreement, the General Partner shall have complete and exclusive responsibility (i) for all management decisions to be made on behalf of the Partnership, and (ii) for the conduct of the business and affairs of the Partnership.
(b) Without limiting the generality of the foregoing, the General Partner shall have full power and authority to execute, deliver and perform such contracts, agreements and other undertakings, and to engage in all activities and transactions, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other Person having any business, financial or other relationship with any Partner or Partners. The Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the AAA Associates LP Agreement and any documents contemplated thereby or related thereto and any amendments thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this
Rights and Powers of the General Partner. 16 4.1....Duties of General Partner 16 4.2....Illustrative Rights and Powers 16 4.3....Payment of Costs and Expenses 18 4.4. Exercise of Rights and Powers..........18 4.5....Management Fee 18 4.6....Liability 18 4.7....Indemnification 19 4.8....Removal of the General Partner 19 4.9. Tax Matters Partner....................20
Rights and Powers of the General Partner. (i) Except as otherwise provided herein, the General Partner shall have the full and exclusive right, power and authority to manage and control the business and affairs of the Partnership and to make all decisions regarding the business of the Partnership, and the General Partner shall have all of the rights, powers and obligations of a general partner of a limited partnership under the Act.
(ii) In addition to any other rights and powers which it may possess, and except as otherwise limited by this Agreement, the General Partner shall have specific rights and powers required or appropriate to the management of the Partnership and the Business which are as follows:
(A) to do all acts and things in the ordinary course of business related to the Business;
(B) to manage, develop, promote, improve, maintain and service the Business;
(C) to acquire and to enter into any contract or policy of liability and/or other insurance which the General Partner deems necessary and proper for the protection of the Partners and the Partnership and for the conservation of its assets or for any purpose convenient or beneficial to the Partnership;
(D) to employ from time to time persons, firms or corporations for the operation and management of the Business, including, but not limited to, attorneys, accountants, advisors, supervisors, managers and personnel, consultants and engineers, on reasonable terms and for reasonable compensation;
(E) to compromise, arbitrate, or otherwise adjust claims in favor of or against the Partnership and to commence or defend litigation with respect to the Partnership or any assets of the Partnership;
(F) to make (or elect not to make) elections under the tax laws of the United States or any other country or any state as to the treatment of Partnership income, gain, loss, deduction and credit, and as to all other relevant matters; and
(G) to perform any and all other acts or activities customary or incidental to the Partnership purposes and the foregoing powers and to execute any and all instruments to effectuate the Partnership purposes and foregoing powers.
(iii) The General Partner shall have all the rights and powers and shall be subject to all of the liabilities of a partner in a partnership without limited partners.
Rights and Powers of the General Partner. 8 4.01 Duties of General Partner . . . . . . . . . . . . . . . . . .8 4.02
Rights and Powers of the General Partner. The General Partner shall contribute, as it deems necessary, its skill, energy, advice, and experience to the Partnership and shall determine all matters relating to the acquisition, ownership, development, management, operation and sale of the Projects. The General Partner shall not be required to devote full time to the business of the Partnership. The services of the General Partner shall be rendered without cost to the Partnership. In addition to any other rights and powers which it may possess under law or by virtue of this Agreement, the General Partner shall have all the specific rights and powers required or appropriate to its management of the Partnership business, including, but not limited to, the following specific rights and powers:
(a) To acquire each of the Projects and to purchase, lease or otherwise acquire any other real or personal property necessary for the ownership and operation of the Projects and to sell, convey, assign and grant options with respect to such Projects;
(b) To cause any Project owned by the Partnership to be held in the name of the Partnership, or a nominee temporarily, for convenience, if necessary;
(c) To acquire and maintain such contracts of insurance as the General Partner deems necessary or appropriate to protect the Projects and the Partnership, including, without limitation, the protection of its assets, protection against (i) claims under Worker’s Compensation Acts, (ii) claims for damages because of bodily injury, including death, (iii) claims for damages to property, and (iv) fire, earthquake, flood and other risks protected by extended coverage of the kind usually carried for comparable properties in the general vicinity of the Project, the protection of the Partners and their interests in the Partnership, and for any other purpose convenient or beneficial to the Partnership;
(d) To acquire and lease property, real or personal, in fee simple, which may be necessary or appropriate for accomplishing the Purpose of the Partnership as set forth in Section 2.04;
(e) To borrow monies necessary to accomplish the Partnership’s Purpose, said borrowings not to exceed $12,000,000 collectively with interest rates not to exceed 8% per annum and on terms and conditions acceptable to the General Partner, said borrowings not to be recourse to the Limited Partner, and said borrowings to be secured by one or more of the Projects;
(f) To invest in short-term obligations of the United States or any State, such funds as are te...
