Common use of Specific Powers and Duties Clause in Contracts

Specific Powers and Duties. Without limiting the generality of Section 8.1 and subject to the provisions of this Agreement and the Act, the Partnership GP will have full power and authority for and on behalf of and in the name of the Partnership to: (a) negotiate, execute and perform all agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s activities (and 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 Partnership GP, even if the same results in the terms of the agreement being less favourable to the Partnership); (b) 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 Partnership GP hereunder; (c) 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 now owned or hereafter acquired, to secure any present and future indebtedness and related expenses of the Partnership and to sell all or any of such property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (e) establish cash reserves that are determined to be necessary or appropriate for the proper management and operation of the Partnership including, but not limited to, cash reserves for future capital and maintenance expenditures, to reduce debt or as necessary to comply with the terms 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 of the Partnership; (h) incur all costs and expenses in connection with the Partnership; (i) 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 Partnership GP may be necessary or advisable in the carrying on of the business of the Partnership; (j) engage agents to assist the Partnership GP in carrying out its management obligations to the Partnership, provided that no such delegation shall relieve the Partnership GP of any of its obligations hereunder; (k) invest cash assets of the Partnership that are not immediately required for the activities of the Partnership in investments which the Partnership GP considers appropriate; (l) 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; (m) commence or defend any action or proceeding in connection with the Partnership; (n) file returns or other documents required by any governmental or like authority; (o) retain legal counsel, experts, advisors or consultants as the Partnership GP considers appropriate and rely upon the advice of such 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; (q) do anything that is in furtherance of or incidental to the activities of the Partnership or that is provided for in this Agreement; (r) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the activities of the Partnership; (s) 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 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 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:

Specific Powers and Duties. (a) Without limiting the generality of Section 8.1 and 6.1 but subject to the provisions terms of this Agreement and the ActAgreement, the Partnership GP General Partner will have full power and authority for and on behalf of and in the name of the Partnership to: (a) negotiateto do all things and on such terms as it determines, execute and perform all agreements which require execution by in its sole discretion, to be necessary or on behalf of appropriate to conduct the Partnership involving matters or transactions with respect to the Partnership’s activities (and such agreements may limit the liability of the Partnership to the assets business of the Partnership, with including without limitation the other party following: (i) to have no recourse complete the following transactions before entering into the Transaction Agreement: (A) incorporate CanHoldco and subscribe for common shares thereof; and (B) subscribe for five shares of preferred stock of Lxx; (ii) to enter into the Transaction Agreement; (iii) to enter into the Amended and Restated Partnership Agreement which shall be held in escrow until such time that it becomes effective pursuant to the terms of the Transaction Agreement; (iv) to manage, control and develop all of the activities of the Partnership and to take all measures necessary or appropriate for the Partnership’s business or ancillary thereto; (v) to admit any person as a Limited Partner without the consent of the Limited Partners; (vi) to open and to manage, in the name of the Partnership, bank accounts, to name signing officers for these accounts, to borrow funds in the name of the Partnership, to grant security on the assets of the Partnership GP, even if the same results in the terms of the agreement being less favourable and to the Partnership); (b) open and manage bank accounts in the name of the Partnership and spend the capital funds of the Partnership in the exercise of any right or power exercisable possessed by the Partnership GP hereunderGeneral Partner; (cvii) borrow funds in the name to manage, administer, conserve, develop, operate and dispose of any assets of the Partnership from time Partnership, and in general to time, from financial institutions as engage in all aspects of the Partnership GP may determine without limitation with regard to amount, cost or conditions of reimbursement of such loanPartnership’s business; (d) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership now owned or hereafter acquired, to secure any present and future indebtedness and related expenses of the Partnership and to sell all or any of such property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (e) establish cash reserves that are determined to be necessary or appropriate for the proper management and operation of the Partnership including, but not limited to, cash reserves for future capital and maintenance expenditures, to reduce debt or as necessary to comply with the terms 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 of the Partnership; (h) incur all costs and expenses in connection with the Partnership; (i) 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 Partnership GP may be necessary or advisable in the carrying on of the business of the Partnership; (j) engage agents to assist the Partnership GP in carrying out its management obligations to the Partnership, provided that no such delegation shall relieve the Partnership GP of any of its obligations hereunder; (k) invest cash assets of the Partnership that are not immediately required for the activities of the Partnership in investments which the Partnership GP considers appropriate; (lviii) 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; (mix) 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; (x) 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; (n) file returns or other documents required by any governmental or like authority; (oxi) retain legal counsel, experts, advisors or consultants as the Partnership GP considers General Partner consider appropriate and rely upon the advice of such those 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; (q) do anything that is in furtherance of or incidental to the activities of the Partnership or that is provided for in this Agreement; (r) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the activities of the Partnership; (sxii) obtain any insurance coveragecoverage for the benefit of the Partnership, the Partners, the General Partner, any Person who is or was an Affiliate of the General Partner, any Person who is or was an officer, director, employee, partner, agent or trustee of the General Partner or any Affiliate, or any Person who is or was serving at the request of the General Partner or any Affiliate as a director, officer, employee, partner, agent or trustee of another Person; (txiii) acquire or, subject the indemnification of any Person against liabilities and contingencies to Section 11.17(l), dispose of assets of the Partnershipextent permitted by Law; and (uxiv) generally to execute any deeds, documents and instruments and to do all acts as may be necessary or desirable in the opinion of the General Partner to carry out the objects, purposes intent and activities the purpose of the Partnership. this Agreement. (b) No Persons dealing with the Partnership will be required to enquire into the authority of the Partnership GP 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 Partnership GP shall insert, and General Partner may insert or 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 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. Without limiting the generality of Section 8.1 9.1 and subject to the provisions of this Agreement and the Act, the Partnership GP will have full power and authority for and on behalf of and in the name of the Partnership to: (a) negotiate, execute and perform all agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s activities (and 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 Partnership GP, even if the same results in the terms of the agreement being less favourable to the Partnership); (b) 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 Partnership GP hereunder; (c) 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 now owned or hereafter acquired, to secure any present and future indebtedness and related expenses of the Partnership and to sell all or any of such property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (e) establish cash reserves that are determined to be necessary or appropriate for the proper management and operation of the Partnership including, but not limited to, cash reserves for future capital and maintenance expenditures, to reduce debt or as necessary to comply with the terms 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 of the Partnership; (h) incur all costs and expenses in connection with the Partnership;Partnership;‌ (i) 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 Partnership GP may be necessary or advisable in the carrying on of the business of the Partnership; (j) engage agents to assist the Partnership GP in carrying out its management obligations to the Partnership, provided that no such delegation shall relieve the Partnership GP of any of its obligations hereunder;hereunder;‌ (k) invest cash assets of the Partnership that are not immediately required for the activities of the Partnership in investments which the Partnership GP considers appropriate; (l) 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; (m) commence or defend any action or proceeding in connection with the Partnership; (n) file returns or other documents required by any governmental or like authority; (o) retain legal counsel, experts, advisors or consultants as the Partnership GP considers appropriate and rely upon the advice of such 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; (q) do anything that is in furtherance of or incidental to the activities of the Partnership or that is provided for in this Agreement; (r) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the activities of the Partnership;Partnership;‌ (s) obtain any insurance coverage; (t) acquire or, subject to Section 11.17(l12.17(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 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 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:: “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 the Partnership’s liabilities or any of the Partnership’s losses to the extent of the amount that such limited partner has contributed to the Partnership’s capital and such limited partner’s pro rata share of any undistributed income.”

Specific Powers and Duties. (1) Without limiting the generality of Section 8.1 and 10.1, but subject to the provisions of this Agreement and the ActSection 13.16, the Partnership GP General Partner will have full power and authority for and on behalf of and in the name of the Partnership to: (a) maintain accounting records for the Partnership; (b) authorize the payment of operating expenses incurred on behalf of the Partnership; (c) calculate Net Asset Value of the Partnership, Net Asset Value per Unit for each Class and Series of Units of the Partnership and the amount of distributions by the Partnership; (d) prepare financial statements, tax returns, information returns and financial and accounting information and make any elections, applications, determinations or designations as the General Partner deems to be deliverable or as required by the Partnership or by applicable law; (e) ensure that Limited Partners are provided with financial statements and other reports as are required from time to time by applicable law; (f) ensure that the Partnership complies with all applicable regulatory requirements; (g) prepare the Partnership’s report to Limited Partners; (h) negotiate contracts with third-party providers of services, including, but not limited to, transfer agents, auditors and printers; (i) process subscriptions for Units or other interest in the Partnership and redemptions of Units or other interest in the Partnership at the option of the General Partner; (j) provide office facilities and personnel to carry out these services, together with clerical services; (k) negotiate, execute and perform all agreements which require execution by or on behalf of the Partnership involving matters or transactions with respect to the Partnership’s activities (and 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 Partnership GP, even if the same results in the terms of the agreement being less favourable to the Partnership)business; (bl) open and manage bank accounts, brokerage and trading accounts and similar accounts for the Partnership in the its own name or that of the Partnership and spend the capital of the Partnership in the exercise of any right or power exercisable by the Partnership GP General Partner hereunder; (cm) borrow funds subject to the terms of this Agreement, incur liabilities in the name of the Partnership from time to time, from financial institutions time as the Partnership GP General Partner may determine without limitation with regard to amount, cost or conditions of reimbursement of such loanliabilities; (dn) mortgage, charge, assign, hypothecate, pledge or otherwise create a security interest in all or any property of the Partnership now owned or hereafter acquired, to secure any present and future indebtedness liabilities and related expenses of the Partnership and to sell all or any of such property pursuant to a foreclosure or other realization upon the foregoing encumbrances; (eo) borrow funds on behalf of the Partnership and pledge the Partnership’s assets to secure such borrowings; (p) to lend securities owned by the Partnership to arm’s length third parties on such terms as are commercially reasonable; (q) establish cash reserves that are determined to be necessary or appropriate for the proper management and operation of the Partnership including, but not limited to, cash reserves for future capital and maintenance expenditures, to reduce debt or as necessary to comply with the terms of any agreement or obligation of the Partnership; (fr) acquire Securities see to the sound management of entities engaged primarily in the Partnership, and to manage, control and develop all the activities which are permitted activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (s) conduct the business of the Partnership as provided in Section 2.3Article 3; (g) maintain, improve, upgrade or expand the assets from time to time of the Partnership; (ht) incur all costs and expenses in connection with the Partnership; (iu) subject to the terms of this Agreement, employ, retain, monitor the performance or engage or dismiss from employment, personnel, agents, representatives or professionals or other investment participants (including, without limitation, the Manager) with the powers and duties upon the terms and for the compensation as in the discretion of the Partnership GP General Partner may be necessary or advisable in the carrying on of the business of the Partnership; (jv) subject to the terms of this Agreement, engage agents agents, including any of its Affiliates or Associates, to assist the Partnership GP General Partner in carrying out its management obligations to the Partnership, provided that no such delegation shall relieve the Partnership GP of or subcontract administrative functions to any of its obligations hereunderthe General Partner’s Affiliates or Associates; (kw) subject to the terms of this Agreement, invest cash assets of the Partnership that are not immediately required for the activities of the Partnership in investments which the Partnership GP General Partner considers appropriate; (lx) act as attorney in fact or agent of the Partnership in disbursing and collecting moneys monies for the Partnership, paying debts Partnership and fulfilling the obligations of the Partnership and handling and settling any claims of the Partnership; (my) commence or defend any action or proceeding in connection with the Partnership; (nz) prepare, file returns and mail returns, reports or other documents required by any governmental or like authority; (oaa) retain legal counsel, experts, advisors advisers or consultants as the Partnership GP General Partner considers appropriate and rely upon the advice of such Personspersons; (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; (qbb) do anything that is in furtherance of or incidental to the activities business of the Partnership or that is provided for in this Agreement; (rcc) execute, acknowledge and deliver the documents necessary to effectuate any or all of the foregoing or otherwise in connection with the activities business of the Partnership; (sdd) obtain any insurance coverage; (ee) appoint the Auditor; (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 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 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: