Common use of Specific Powers and Duties Clause in Contracts

Specific Powers and Duties. (a) Without limiting the generality of Section 7.1, Section ‎14.2 and the other terms of this Agreement and Section 3.01 of the Investor Rights Agreements, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) negotiate, execute and perform all agreements, conveyances or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favourable to the Partnership); (ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement; (iii) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, to secure any present and future borrowings and related expenses of the Partnership and its Subsidiaries and to sell all or any of that property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with other partnerships or other entities, which proposal(s) will be subject to requisite approval by the Partners; (v) incur all costs and expenses in connection with the Partnership; (vi) employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership; (vii) engage agents, including any Affiliate or Associate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or any Affiliate or Associate of the General Partner, including, without limitation, the Registrar and Transfer Agent; (viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments; (ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation: (xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership; (xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person; (xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time); (xvi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons; (xvii) appoint the Registrar and Transfer Agent; (xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement; (xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees; (xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law; (xxi) the purchase, sale or other acquisition or disposition or exchange of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests; (xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; (xxiii) engage, retain, remove or replace the Tabulation Agent; (xxiv) carry out the objects, purposes and business of the Partnership; and (xxv) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership. (b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner may insert or cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Telesat Partnership LP is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income and no personal recourse may be had against any limited partner.”

Specific Powers and Duties. (a) Without limiting the generality of Section 7.1, Section ‎14.2 14.2 and the other terms of this Agreement and Section 3.01 of the Investor Rights Agreements, the General Partner will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the following: (i) negotiate, execute and perform all agreements, conveyances or other instruments which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business (and those agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General Partner, even if the same results in the terms of the agreement being less favourable to the Partnership); (ii) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this Agreement; (iii) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later acquired, to secure any present and future borrowings and related expenses of the Partnership and its Subsidiaries and to sell all or any of that property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (iv) manage, control and develop all the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary to the business and may, from time to time, in its sole discretion propose combinations with other partnerships or other entities, which proposal(s) will be subject to requisite approval by the Partners; (v) incur all costs and expenses in connection with the Partnership; (vi) employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner may be necessary or advisable in the carrying on of the business of the Partnership; (vii) engage agents, including any Affiliate or Associate of the General Partner, to assist it to carry out its management obligations to the Partnership or subcontract administrative functions to the General Partner or any Affiliate or Associate of the General Partner, including, without limitation, the Registrar and Transfer Agent; (viii) invest cash assets of the Partnership that are not immediately required for the business of the Partnership in short term investments; (ix) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (x) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation: (xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership; (xiii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person; (xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time); (xvi) retain legal counsel, experts, advisors or consultants as the General Partner consider appropriate and rely upon the advice of those Persons; (xvii) appoint the Registrar and Transfer Agent; (xviii) do anything that is in furtherance of or incidental to the business of the Partnership or that is provided for in this Agreement; (xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees; (xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law; (xxi) the purchase, sale or other acquisition or disposition or exchange of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests; (xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; (xxiii) engage, retain, remove or replace the Tabulation Agent; (xxiv) carry out the objects, purposes and business of the Partnership; and (xxv) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business of the Partnership. (b) No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner may insert or cause agents of the Partnership to insert, the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Telesat Partnership LP is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its liabilities or any of its losses to the extent of the amount that the limited partner has contributed or agreed to contribute to its capital and the limited partner’s share of any undistributed income and no personal recourse may be had against any limited partner.”

Specific Powers and Duties. (a) Without limiting the generality of Section 7.1, Section ‎14.2 8.1 and subject to the other terms provisions of this Agreement and Section 3.01 of the Investor Rights AgreementsAct, the General Partner Partnership GP will have full power and authority for and on behalf of and in the name of the Partnership to do all things and on such terms as it determines, in its sole discretion, to be necessary or appropriate to conduct the business of the Partnership, including without limitation the followingto: (ia) negotiate, execute and perform all agreements, conveyances or other instruments agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s business activities (and those such agreements may limit the liability of the Partnership to the assets of the Partnership, with the other party to have no recourse to the assets of the General PartnerPartnership GP, even if the same results in the terms of the agreement being less favourable to the Partnership); (iib) open and manage bank accounts in the name of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the General Partner under this AgreementPartnership GP hereunder; (iiic) borrow funds in the name of the Partnership from time to time, from financial institutions as the Partnership GP may determine without limitation with regard to amount, cost or conditions of reimbursement of such loan; (d) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership and its Subsidiaries now owned or later hereafter acquired, to secure any present and future borrowings indebtedness and related expenses of the Partnership and its Subsidiaries and to sell all or any of that such property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (ive) manage, control and develop all the activities of the Partnership and take all measures establish cash reserves that are determined to be necessary or appropriate for the business proper management and operation of the Partnership including, but not limited to, cash reserves for future capital and maintenance expenditures, to reduce debt or ancillary as necessary to comply with the business and mayterms of any agreement or obligation of the Partnership; (f) acquire Securities of entities engaged primarily in activities which are permitted activities for the Partnership as provided in Section 2.3; (g) maintain, improve, upgrade or expand the assets from time to time, in its sole discretion propose combinations with other partnerships or other entities, which proposal(s) will be subject to requisite approval by time of the Partners;Partnership;‌ (vh) incur all costs and expenses in connection with the Partnership; (vii) employ, retain, engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants with the powers and duties upon the terms and for the compensation as in the discretion of the General Partner Partnership GP may be necessary or advisable in the carrying on of the business of the Partnership; (viij) engage agents, including any Affiliate or Associate of the General Partner, agents to assist it to carry the Partnership GP in carrying out its management obligations to the Partnership, provided that no such delegation shall relieve the Partnership or subcontract administrative functions to the General Partner or GP of any Affiliate or Associate of the General Partner, including, without limitation, the Registrar and Transfer Agent;its obligations hereunder;‌‌ (viiik) invest cash assets of the Partnership that are not immediately required for the business activities of the Partnership in short term investmentsinvestments which the Partnership GP considers appropriate; (ixl) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys for the Partnership, paying debts and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (xm) commence or defend any action or proceeding in connection with the Partnership and otherwise engage in the conduct of litigation, arbitration or mediation and incur legal expense and the settlement of claims and litigation: (xi) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (xii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to any Governmental Authority or other agencies having jurisdiction over the business or assets of the Partnership; (xiiin) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger file returns or other combination of the Partnership with documents required by any governmental or into another Personlike authority; (xiv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the lending of funds to other Persons; the repayment or guarantee of obligations of any Group Member and the making of capital contributions to any Group Member; (xv) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, limited liability companies, corporations or other relationships (including the acquisition of interests in, and the contributions of property to, the Partnership’s Subsidiaries from time to time); (xvio) retain legal counsel, experts, advisors or consultants as the General Partner consider Partnership GP considers appropriate and rely upon the advice of those Personssuch Persons;‌ (p) appoint the Transfer Agent to, among other things, maintain and update the Register and fulfil the Partnership’s obligations with respect to the Units, and appoint a transfer agent to, among other things, maintain and update the any register and fulfil the Partnership’s obligations with respect to any other class of security of the Partnership that may be issued and outstanding from time to time; (xvii) appoint the Registrar and Transfer Agent; (xviiiq) do anything that is in furtherance of or incidental to the business activities of the Partnership or that is provided for in this Agreement; (xix) obtain any insurance coverage for the benefit of the Partnership, the Partners and Indemnitees; (xx) the indemnification of any Person against liabilities and contingencies to the extent permitted by Law; (xxi) the purchase, sale or other acquisition or disposition or exchange of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests; (xxii) the undertaking of any action in connection with the Partnership’s participation in the management of the Partnership Group through its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members; (xxiii) engage, retain, remove or replace the Tabulation Agent; (xxiv) carry out the objects, purposes and business of the Partnership; and (xxvr) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the business activities of the Partnership.; (bs) obtain any insurance coverage; (t) acquire or, subject to Section 11.17(l), dispose of assets of the Partnership; and (u) generally carry out the objects, purposes and activities of the Partnership. No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner Partnership GP to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership. The General Partner may insert or Partnership GP shall insert, and cause agents of the Partnership to insert, substantially the following clause in any contracts or agreements to which the Partnership is a party or by which it is bound: “Telesat Partnership American Hotel Income Properties REIT LP (the “Partnership”) is a limited partnership formed under the Limited Partnerships Act (Ontario), a limited partner of which is only liable for any of its the Partnership’s liabilities or any of its the Partnership’s losses to the extent of the amount that the such limited partner has contributed or agreed to contribute to its the Partnership’s capital and the such limited partner’s pro rata share of any undistributed income and no personal recourse may be had against any limited partnerincome.”