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

Rights Powers and Duties of the General Partner. Section 4.1 Management and Control of the Partnership The General Partner shall have all the rights, powers and obligations of a general partner of a limited partnership under the Act. Except as otherwise provided in Section 4.3, the General Partner shall have the right and obligation ----------- to manage and control the business and affairs of the Partnership and to make the following decisions on behalf of the Partnership: (a) to sell, exchange, lease or otherwise transfer the assets of the Partnership, whether or not in the ordinary course of business; (b) to borrow money on behalf of the Partnership and to renew, extend, modify, rearrange, increase or refinance Partnership borrowings from time to time; (c) to mortgage, pledge, assign, encumber or grant security interests in Partnership assets, revenues and/or income; (d) to institute, prosecute, defend and settle any legal, arbitration or administrative actions or proceedings on behalf of or against the Partnership; (e) to acquire, lease, develop, hold, sell or improve any real or personal property or any interest therein; (f) to hire and terminate employees of the Partnership and engage the services of attorneys, consultants, accountants and other independent contractors; (g) to appoint, elect, remove and supervise the activities of the Officers of the Partnership and to designate appropriate compensation to be paid to each such Officer during his or her term, of office; (h) to collect all payments due and owing to the Partnership; (i) to pay all expenses, debts and obligations of the Partnership, at such time or times and from any source of funds of the Partnership as the General Partner deems necessary or desirable; (j) to execute and deliver such documents on behalf of the Partnership as the General Partner may deem necessary or desirable for the Partnership's purposes and business; (k) to perform, or cause to be performed, all the Partnership's obligations under any agreement (including without limitation any loan documents) to which the Partnership or any nominee of the Partnership is a party, except to the extent such obligations may be inconsistent with other obligations of the General Partner under this Agreement; (l) to obtain and maintain any and all types of insurance coverage on the assets and business of the Partnership and to protect the General Partner against liability from third parties in such amounts as the General Partner may deem necessary or desirable; (m) to pay all taxes, assessments, and other impositions applicable to Partnership assets and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments or other impositions; (n) to determine the timing and amount of any distributions to the Partners, except as otherwise provided for in this Agreement; (o) to open and maintain bank accounts for the deposit of Partnership funds, with withdrawals to be made upon such signature or signatures as the General Partner may designate; (p) to make such elections as are necessary or desirable pursuant to the Code; (q) to act as "tax matters partner" for the Partnership in accordance with the applicable provisions of the Code; (r) to cause the management, operation and sale of the assets of the Partnership, and all other Partnership activities, to be performed in accordance with applicable laws; and (s) to perform any and all acts, except as otherwise set forth in Section ------- 4.3, reasonably deemed by the General Partner as necessary or desirable to --- conduct the business and affairs of the Partnership.

Rights Powers and Duties of the General Partner. Section 4.1 Management The overall ------------------------------------------------ management and Control control of all aspects of the business and affairs of the Partnership shall be vested exclusively in the General Partner. The General Partner shall have all the rights, rights and powers and obligations of a general partner of a limited partnership under as provided in the Act. Except Law and as otherwise provided in Section 4.3by law, and any action taken by the General Partner shall have constitute the right act of and obligation ----------- serve to bind the Partnership. Except as expressly set forth herein, no decision shall be made or action taken with respect to the Partnership unless such decision or action has been approved by the General Partner. The General Partner is hereby authorized to delegate, and hereby delegates, to the Manager (as defined in Section 5.06) all of its powers and authority to manage and control the business and affairs of the Partnership. The General Partner, through the Manager, shall conduct the day-to-day operations of the Partnership and shall use good faith efforts to make carry out the following decisions on behalf business of the PartnershipPartnership as set forth herein. The General Partner, through the Manager, will have all the specific rights and power required or appropriate to the operation, management and disposition of the business of the Partnership which, by way of illustration, but not by the way of limitation, shall include the right and power to: (a) to sellsupervise the design, exchange, lease or otherwise transfer the assets construction and equipping of the Partnership, whether or not in the ordinary course of businessRestaurant and all other pre-opening activities; (b) to borrow money on behalf of managing the Partnership and to renew, extend, modify, rearrange, increase or refinance Partnership borrowings from time to timeRestaurant when it opens; (c) employ such agents, employees, managers, accountants, attorneys, consultants and other persons as it may deem necessary or desirable for the conduct of the Partnership's business and pay from Partnership assets such fees, expenses, salaries, wages and other compensation to mortgage, pledge, assign, encumber or grant security interests in Partnership assets, revenues and/or incomesuch persons as it may determine; (d) pay from Partnership's assets, extend, renew, modify, adjust, submit to institutearbitration, prosecute, defend or compromise upon such terms as it may determine, and settle upon such evidence as it may deem sufficient, any legalobligation, arbitration suit, liability, cause of action or administrative actions or proceedings on behalf claim, including taxes, either in favor of or against the Partnership; (e) to acquire, lease, develop, hold, sell or improve make from Partnership's assets any real or personal property or any interest therein; (f) to hire and terminate employees of the Partnership and engage the services of attorneys, consultants, accountants and other independent contractors; (g) to appoint, elect, remove and supervise the activities of the Officers of the Partnership and to designate appropriate compensation to be paid to each such Officer during his or her term, of office; (h) to collect all payments due and owing to the Partnership; (i) to pay all expenses, debts and obligations of the Partnership, at such time or times and from any source of funds of the Partnership as the General Partner deems necessary or desirable; (j) to execute and deliver such documents on behalf of the Partnership as the General Partner expenditures that it may deem necessary or desirable for the Partnership's purposes and business; (k) to perform, or cause to be performed, all conduct of the Partnership's business and the carrying out of its obligations under any agreement (including without limitation any loan documents) to which the Partnership or any nominee of the Partnership is a party, except to the extent such obligations may be inconsistent with other obligations of the General Partner and responsibilities under this Agreement; (lf) to obtain borrow money and maintain any issue evidences of indebtedness and all types of insurance coverage on the security therefor, mortgage, pledge or otherwise encumber assets and business of the Partnership Partnership, and, from time to time, refinance any such borrowings; (g) make distributions of the Partnership's assets to the Partners; (h) purchase, at the expense of the Partnership, liability and other insurance to protect the Partnership, the General Partner against liability from third parties and the Partnership's assets and business; (i) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures; (j) sell, exchange or otherwise dispose of all or substantially all the assets of the Partnership; and in connection therewith, to execute and deliver such amounts deeds, assignments and conveyances containing such warranties as the General Partner may deem necessary determine; (k) invest the Partnership's assets as it may determine in its sole discretion; (l) pay, collect, compromise, arbitrate or desirableresort to legal action or otherwise adjust, litigate or settle claims and demands of or against the Partnership; (m) to pay all taxesmerge or consolidate the Partnership with or into a corporation, assessmentspartner ship, and other impositions applicable to Partnership assets and undertake when appropriate any action or proceeding seeking to reduce such taxes, assessments limited partnership or other impositions;entity, or cause the Partnership to be acquired by one or more corporations, partnerships, limited partnerships or other entities or take such other action as may be required to convert the Partnership to a corporation, partnership, limited partnership or other entity; and (n) to determine the timing and amount of take any distributions to the Partners, except as otherwise provided for in this Agreement; (o) to open and maintain bank accounts for the deposit of Partnership funds, with withdrawals to be made upon such signature or signatures as the General Partner may designate; (p) to make such elections as are necessary or desirable pursuant to the Code; (q) to act as "tax matters partner" for the Partnership in accordance with the applicable provisions of the Code; (r) to cause the management, operation and sale of the assets of the Partnership, and all other Partnership activities, action permitted under applicable law and that are customary and reasonably related to be performed in accordance with applicable laws; and (s) to perform any and all acts, except as otherwise set forth in Section ------- 4.3, reasonably deemed by the General Partner as necessary or desirable to --- conduct the business and affairs of the Partnership's purposes.