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

Rights, Duties 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 investment and investment management decisions to be undertaken on behalf of the Partnership and (ii) for managing and administering the affairs of the Partnership and shall have the power and authority to do all things necessary or proper to carry out its duties hereunder. (b) Without limiting the generality of the General Partner’s duties and obligations hereunder, the General Partner in its sole discretion shall have full power and authority: (i) to purchase, sell, exchange, trade and otherwise deal in and with Investments and other property of the Partnership; (ii) to make all decisions relating to the manner, method and timing of investment and trading transactions, to select brokers, dealers or other financial intermediaries for the execution, clearance and settlement of any transactions on such terms as the General Partner considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions; (iii) to trade on margin, to borrow from banks or other financial institutions, and to pledge Partnership assets as collateral therefor; (iv) to arrange for the custody of portfolio securities and other assets acquired or held on behalf of the Partnership, to direct custodians to deliver funds or securities for the purpose of effecting transactions, and to instruct custodians to exercise or abstain from exercising any right or privilege attaching to assets; (v) to solicit investments in the Partnership; (vi) to receive from Partners contributions to the capital of the Partnership; (vii) to conduct meetings of the Partners at the Partnership’s principal office or elsewhere; (viii) to open, maintain and close bank accounts and custodial accounts for the Partnership and draw checks and other orders for the payment of money; (ix) to disburse payments to Partners in connection with withdrawals from the Partnership; (x) to disburse payments as provided for in this Agreement; (xi) to pay all Organizational Costs and Offering Costs; (xii) to engage such attorneys, accountants and other professional advisers and consultants as the General Partner may deem necessary or advisable for the affairs of the Partnership; (xiii) to furnish Partners with the reports described in Section 5.2; (xiv) to furnish Partners with copies of all amendments to this Agreement; (xv) to issue to any Partner, in such form and on such terms as the General Partner may consider appropriate, an instrument certifying that such Partner is the owner of an interest in the Partnership; (xvi) to prepare and file, on behalf of the Partnership, any required tax returns and all other documents relating to the Partnership and to make any elections (required or otherwise) in connection therewith; (xvii) to commence or defend litigation that pertains to the Partnership or any Partnership assets; (xviii) to provide office space, office and executive staff and office supplies and equipment for the Partnership’s principal office; (xix) to cause the Partnership, if and to the extent the General Partner deems such insurance advisable, to purchase or bear the cost of (A) any insurance covering the potential liabilities of the Partnership, the General Partner and their officers, members, employees and agents and (B) fidelity or other insurance relating to the performance by the General Partner of its duties to the Partnership; (xx) in the normal course of the Partnership’s business and for any Partnership purpose, including without limitation payment of the Partnership’s operating expenses and the Incentive Allocation, to cause the Partnership to borrow money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidences of indebtedness, and secure the payment thereof by mortgage, pledge or assignment of or security interest in all or any part of the Investments and other property then owned or thereafter acquired by the Partnership; (xxi) generally to provide all other executive and administrative undertakings for and on behalf of the Partnership; and (xxii) subject to the other terms and provisions of this Agreement, 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 Section 2.5, including, without in any manner 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. (c) The General Partner shall be the tax matters partner for purposes of section 6231(a)(7) of the Code and the corresponding provisions of any state or local statute. As such, the General Partner shall have the exclusive authority and discretion to take such actions as a tax matters partner is authorized to take under the Code, including, but not limited to: (i) make any elections required or permitted to be made by the Partnership under any provision of the Code or any other revenue law; (ii) file a petition as contemplated in section 6226(a) or 6228 of the Code; (iii) file any request contemplated in section 6227(b) of the Code; and (iv) enter into an agreement extending the statute of limitations as contemplated by section 6229(b)(1)(B) of the Code. The Partnership shall reimburse the General Partner for any and all out-of-pocket costs and expenses (including attorneys’ and other professional fees and expenses) incurred by it in its capacity as tax matters partner. Each Partner who elects to participate in Partnership administrative tax proceedings shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to a Partner and the cost of any resulting audits or adjustments of a Partner’s tax return will be borne solely by the affected Partner. The tax matters partner shall be entitled to rely on the advice of legal counsel as to the nature and scope of its responsibilities and authority as tax matters partner and positions taken by the Partnership on its tax return and in audit proceedings, and any act or omission of the tax matters partner (i) in reliance upon the advice of legal counsel, accounting professionals or other professionals or experts or (ii) which did not constitute gross negligence or willful misconduct on the part of the tax matters partner, shall not in any event subject the tax matters partner to liability to the Partnership or any Limited Partner.

Rights, Duties 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 investment and investment management decisions to be undertaken on behalf of the Partnership and (ii) for managing and administering the affairs of the Partnership Partnership, and shall have the power and authority to do all things necessary or proper to carry out its duties hereunder. (b) Without limiting the generality of the General Partner’s 's duties and obligations hereunder, the General Partner in its sole discretion shall have full power and authority: (i) to purchase, sell, exchange, trade and otherwise deal in and with Investments and other property of the Partnership; (ii) to make all decisions relating to the manner, method and timing of investment and trading transactions, to select brokers, dealers or other financial intermediaries for the execution, clearance and settlement of any transactions on such terms as the General Partner considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions; (iii) to trade on margin, to borrow from banks or other financial institutions, and to pledge Partnership assets as collateral therefor; (iv) to arrange for the custody of portfolio securities and other assets acquired or held on behalf of the Partnership, to direct custodians to deliver funds or securities for the purpose of effecting transactions, and to instruct custodians to exercise or abstain from exercising any right or privilege attaching to assets; (v) to solicit investments in the Partnership; (vi) to receive from Partners contributions to the capital of the Partnership; (vii) to conduct meetings of the Partners at the Partnership’s principal office or elsewhere; (viii) to open, maintain and close bank accounts and custodial accounts for the Partnership and draw checks and other orders for the payment of money; (ix) to disburse payments to Partners in connection with withdrawals from the Partnership; (x) to disburse payments as provided for in this Agreement; (xiii) to pay all Organizational Costs and Offering Costsexpenses relating to the organization of the Partnership (including attorneys' fees); (xiiiii) to engage such attorneys, accountants and other professional advisers and consultants as the General Partner may deem necessary or advisable for the affairs of the Partnership; (xiii) to furnish Partners with the reports described in Section 5.2; (xiv) to furnish Partners with copies of all amendments to this Agreement; (xv) to issue to any Partner, in such form and on such terms as the General Partner may consider appropriate, an instrument certifying that such Partner is the owner of an interest in the Partnership; (xvi) to prepare and file, on behalf of the Partnership, any required tax returns and all other documents relating to the Partnership and to make any elections (required or otherwise) in connection therewith; (xviiiv) to commence or defend litigation that pertains to the Partnership or any Partnership assets; (xviii) to provide office space, office and executive staff and office supplies and equipment for the Partnership’s principal office; (xixv) to cause the Partnership, if and to the extent the General Partner deems such insurance advisable, to purchase or bear the cost of (A) any insurance covering the potential liabilities of the Partnership, the General Partner and their partners, officers, members, employees and agents and (B) fidelity or other insurance relating to the performance by the General Partner of its duties to the Partnershipagents; (xxvi) in the normal course of the Partnership’s 's business and for any Partnership purpose, including without limitation payment of the Partnership’s 's operating expenses and the Incentive Allocationexpenses, to cause the Partnership to borrow money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidences of indebtedness, and secure the payment thereof by mortgage, pledge or assignment of or security interest in all or any part of the Investments securities and other property then owned or thereafter acquired by the Partnership; (xxi) generally to provide all other executive and administrative undertakings for and on behalf of the Partnership; and (xxiivii) subject to the other terms and provisions of this Agreement, 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 2.54.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other person, firm or corporation having any business, financial or other relationship with any Partner or Partners; and (viii) to make all decisions, in its sole and absolute discretion, with respect to the Initial Shares (and, if applicable, Additional Shares and/or Replacement Shares), including, without limitation, as to when and how the Initial Shares (and, if applicable, Additional Shares and/or Replacement Shares), are to be voted, as to when and which Initial Shares (and, if applicable, Additional Shares and/or Replacement Shares)(whether in specific lots designated by the General Partner or not), held by the Partnership are to be sold, the amount and price at which Initial Shares (and, if applicable, Additional Shares and/or Replacement Shares), are to be sold, the selection of and commissions paid to brokers selling any Initial Shares (and, if applicable, Additional Shares and/or Replacement Shares) and whether pro rata sales and distributions will be made for one or more Partners. (c) The General Partner shall be the tax matters partner for purposes of section Section 6231(a)(7) of the Code and the corresponding provisions of any state or local statuteCode. As such, the The General Partner shall have the exclusive authority and discretion to take such actions as a tax matters partner is authorized to take under the Code, including, but not limited to: (i) make any elections required or permitted to be made by the Partnership under any provision provisions of the Code or any other revenue law; (ii) file a petition as contemplated in section 6226(a) or 6228 of the Code; (iii) file any request contemplated in section 6227(b) of the Code; and (iv) enter into an agreement extending the statute of limitations as contemplated by section 6229(b)(1)(B) of the Codelaws. The Partnership shall reimburse the General Partner for any shall cause the preparation and timely filing of all out-of-pocket costs and expenses (including attorneys’ and other professional fees and expenses) incurred by it in its capacity as tax matters partner. Each Partner who elects returns required to participate in Partnership administrative tax proceedings shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to a Partner and the cost of any resulting audits or adjustments of a Partner’s tax return will be borne solely by the affected Partner. The tax matters partner shall be entitled to rely on the advice of legal counsel as to the nature and scope of its responsibilities and authority as tax matters partner and positions taken filed by the Partnership on its pursuant to the Code and all other tax return returns deemed necessary and required in audit proceedingseach state or other jurisdiction. Copies of those returns, and any act or omission pertinent information from the returns, shall be furnished to the Partners within a reasonable time after the end of the tax matters partner (i) in reliance upon the advice of legal counsel, accounting professionals or other professionals or experts or (ii) which did not constitute gross negligence or willful misconduct on the part of the tax matters partner, shall not in any event subject the tax matters partner to liability to the Partnership or any Limited PartnerPartnership's fiscal year.

Rights, Duties 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 investment and investment management decisions to be undertaken on behalf of the Partnership and (ii) for managing and administering the affairs of the Partnership Partnership, and shall have the power and authority to do all things necessary or proper to carry out its duties hereunder. (b) Without limiting the generality of the General Partner’s duties and obligations hereunder, the General Partner in its sole discretion shall have full power and authority: (i) to purchase, sell, exchange, trade and otherwise deal in and with Investments and other property of the Partnership; (ii) to make all decisions relating to the manner, method and timing of investment and trading transactions, to select brokers, dealers or other financial intermediaries for the execution, clearance and settlement of any transactions on such terms as the General Partner considers appropriate, and to grant limited discretionary authorization to such persons with respect to price, time and other terms of investment and trading transactions; (iii) to trade on margin, to borrow from banks or other financial institutions, and to pledge Partnership assets as collateral therefor; (iv) to arrange for the custody of portfolio securities and other assets acquired or held on behalf of the Partnership, to direct custodians to deliver funds or securities for the purpose of effecting transactions, and to instruct custodians to exercise or abstain from exercising any right or privilege attaching to assets; (v) to solicit investments in the Partnership; (vi) to receive from Partners contributions to the capital of the Partnership; (vii) to conduct meetings of the Partners at the Partnership’s principal office or elsewhere; (viii) to open, maintain and close bank accounts and custodial accounts for the Partnership and draw checks and other orders for the payment of money; (ix) to disburse payments to Partners in connection with withdrawals from the Partnership; (x) to disburse payments as provided for in this Agreement; (xiii) to pay all Organizational Costs and Offering Costsexpenses relating to the organization of the Partnership (including attorneys’ fees); (xiiiii) to engage such attorneys, accountants and other professional advisers and consultants as the General Partner may deem necessary or advisable for the affairs of the Partnership; (xiii) to furnish Partners with the reports described in Section 5.2; (xiv) to furnish Partners with copies of all amendments to this Agreement; (xv) to issue to any Partner, in such form and on such terms as the General Partner may consider appropriate, an instrument certifying that such Partner is the owner of an interest in the Partnership; (xvi) to prepare and file, on behalf of the Partnership, any required tax returns and all other documents relating to the Partnership and to make any elections (required or otherwise) in connection therewith; (xviiiv) to commence or defend litigation that pertains to the Partnership or any Partnership assets; (xviii) to provide office space, office and executive staff and office supplies and equipment for the Partnership’s principal office; (xixv) to cause the Partnership, if and to the extent the General Partner deems such insurance advisable, to purchase or bear the cost of (A) any insurance covering the potential liabilities of the Partnership, the General Partner and their partners, officers, members, employees and agents and (B) fidelity or other insurance relating to the performance by the General Partner of its duties to the Partnershipagents; (xxvi) in the normal course of the Partnership’s business and for any Partnership purpose, including without limitation payment of the Partnership’s operating expenses and the Incentive Allocationexpenses, to cause the Partnership to borrow money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidences of indebtedness, and secure the payment thereof by mortgage, pledge or assignment of or security interest in all or any part of the Investments securities and other property then owned or thereafter acquired by the Partnership; (xxi) generally to provide all other executive and administrative undertakings for and on behalf of the Partnership; and (xxiivii) subject to the other terms and provisions of this Agreement, 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 2.54.1, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings and transactions with any Partner or with any other person, firm or corporation having any business, financial or other relationship with any Partner or Partners; and (viii) to make all decisions, in its sole and absolute discretion, with respect to the Contributed Shares (and, if applicable, Additional Shares and/or Replacement Shares), including, without limitation, as to when and how the Contributed Shares (and, if applicable, Additional Shares and/or Replacement Shares), are to be voted, as to when and which Contributed Shares (and, if applicable, Additional Shares and/or Replacement Shares)(whether in specific lots designated by the General Partner or not), held by the Partnership are to be sold, the amount and price at which Contributed Shares (and, if applicable, Additional Shares and/or Replacement Shares), are to be sold, the selection of and commissions paid to brokers selling any Contributed Shares (and, if applicable, Additional Shares and/or Replacement Shares) and whether pro rata sales and distributions will be made for one or more Partners. (c) The General Partner shall be the tax matters partner for purposes of section Section 6231(a)(7) of the Code and the corresponding provisions of any state or local statuteCode. As such, the The General Partner shall have the exclusive authority and discretion to take such actions as a tax matters partner is authorized to take under the Code, including, but not limited to: (i) make any elections required or permitted to be made by the Partnership under any provision provisions of the Code or any other revenue law; (ii) file a petition as contemplated in section 6226(a) or 6228 of the Code; (iii) file any request contemplated in section 6227(b) of the Code; and (iv) enter into an agreement extending the statute of limitations as contemplated by section 6229(b)(1)(B) of the Codelaws. The Partnership shall reimburse the General Partner for any shall cause the preparation and timely filing of all out-of-pocket costs and expenses (including attorneys’ and other professional fees and expenses) incurred by it in its capacity as tax matters partner. Each Partner who elects returns required to participate in Partnership administrative tax proceedings shall be responsible for its own expenses incurred in connection with such participation. In addition, the cost of any adjustments to a Partner and the cost of any resulting audits or adjustments of a Partner’s tax return will be borne solely by the affected Partner. The tax matters partner shall be entitled to rely on the advice of legal counsel as to the nature and scope of its responsibilities and authority as tax matters partner and positions taken filed by the Partnership on its pursuant to the Code and all other tax return returns deemed necessary and required in audit proceedingseach state or other jurisdiction. Copies of those returns, and any act or omission pertinent information from the returns, shall be furnished to the Partners within a reasonable time after the end of the tax matters partner (i) in reliance upon the advice of legal counsel, accounting professionals or other professionals or experts or (ii) which did not constitute gross negligence or willful misconduct on the part of the tax matters partner, shall not in any event subject the tax matters partner to liability to the Partnership or any Limited PartnerPartnership’s fiscal year.