Common use of Rights and Powers of the General Partner Clause in Contracts

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. 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 bill of sale, lease, contract of sale, option or management agreement required xxxuired 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. 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 ’s business and manage or cause to be managed the Partnership's ’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. The management and control of the business and affairs of the Partnership shall be vested in the General PartnerFarther, 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 bill of sale, lease, contract of sale, option or management agreement required agreemenx xxquired 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. The (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 control (ii) for the conduct of the business and affairs of the Partnership, including all such decisions and all such business and affairs to be made or conducted by the Partnership shall be vested in its capacity as Fund General Partner of any of the General PartnerFunds and certain Voting Affiliated Feeder Funds. (b) Without limiting the generality of the foregoing, subject to the limitations set forth in Section 4.2 below. The General Partner shall conduct or cause have full power and authority 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 necessaryexecute, advisable, desirable or consistent in connection therewith, including without limitation the following rights and powers: (a) Enter into, make deliver and perform such contracts, agreements and other undertakings, leases and agreementsto engage in all activities and transactions, and do such other acts as it may deem necessary or advisableadvisable for, or as may be incidental to, or necessary for, the conduct of the business contemplated by this Section 5.1, including, without in any manner limiting the generality of the Partnership; (b) Openforegoing, maintain contracts, agreements, undertakings and close bank accounts and draw checks and transactions with any Partner or with any other orders for the payment of money; (c) Perform Person having 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 expensesfinancial or other relationship with any Partner or Partners. The Partnership, and costs related to Partnership accounting and bookkeeping services. In dealing with the General Partner acting on behalf of the Partnership, no person may enter into and perform the Fund LP Agreements, any governing documents of the Voting Affiliated Feeder Funds and any documents contemplated thereby or entity shall be required 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 Agreement. The General Partner is hereby authorized to inquire enter into the authority documents described in the preceding sentence on behalf of the Partnership, but such authorization shall not be deemed a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. (c) The Partnership Representative shall be permitted to take any and all actions under the BBA Audit Rules (including making or revoking the election referred to in section 6226 of the BBA Audit Rules and all other applicable tax elections) and to act as the Partnership Representative thereunder, and shall have any powers necessary to perform fully in such capacity, in consultation with the General Partner if the General Partner is not the Partnership Representative. The General Partner shall (or shall cause another Partnership Representative to) promptly inform the Limited Partners of any tax deficiencies assessed or proposed to be assessed (of which a Partnership Representative or the General Partner is actually aware) by any taxing authority against the Partnership or the Limited Partners. Notwithstanding anything to the contrary contained herein, the acts of the General Partner (and with respect to applicable tax matters, any other Partnership Representative) in carrying on the business of the Partnership as authorized herein shall bind the Partnership. Persons Each Partner shall upon request supply the information necessary to properly give effect to any elections described in this Section 5.1(c) or to otherwise enable a Partnership Representative to implement the provisions of this Section 5.1(c) (including filing tax returns, defending tax audits or other similar proceedings and entities dealing conducting tax planning). The Limited Partners agree to reasonably cooperate with the Partnership shall be entitled to rely conclusively on the power or General Partner, and authority of the General Partner as set forth in this Agreement. Any document or instrument, including, without limitation, undertake 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 action reasonably requested by the Partnership shall be executed by or the General Partner, and no in connection with any elections made by the Partnership Representative or as determined to be reasonably necessary by the Partnership Representative under the BBA Audit Rules. (d) Each Partner agrees not to treat, on his United States federal income tax return or in any claim for a refund, any item of income, gain, loss, deduction or credit in a manner inconsistent with the treatment of such item by the Partnership. The General Partner shall have the exclusive authority to make any elections required or permitted to be made by the Partnership under any provisions of the Code or any other signature or consent shall be requiredrevenue law.