Specific Powers of the General Partner. Subject to the other provisions of this Agreement, the General Partner, in the Partnership's name and on its behalf, may:
(a) employ, contract and otherwise deal with, from time to time, Persons whose services are necessary or appropriate in connection with management and operation of the Partnership business, including, without limitation, contractors, agents, brokers, Accountants and Management Agents (provided that the selection of any Accountant or Management Agent has received the Consent of the Special Limited Partner) and attorneys, on such terms as the General Partner shall determine within the scope of this Agreement;
(b) pay as a Partnership expense any and all costs and expenses associated with the formation, development, organization and operation of the Partnership, including the expense of annual audits, tax returns and LIHTC compliance;
(c) deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement;
(d) execute the Construction Loan and the Mortgage; and
(e) execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing.
Specific Powers of the General Partner. Subject to the other provisions of this Agreement, the General Partner, in the Partnership's name and on its behalf, may:
(a) hold, sell, transfer, lease or otherwise deal with any real, personal or mixed property, interest therein or appurtenance thereto in accordance with the purpose of this Agreement as indicated in Article IV hereto;
(b) employ, contract and otherwise deal with, from time to time, Persons whose services are necessary or appropriate in connection with management and operation of the Partnership business, including, without limitation, contractors, agents, brokers, Accountants and Management Agents (provided that the selection of any Accountant or Management Agent has received the Consent of the Special Limited Partner) and attorneys, on such terms as the General Partner shall determine;
(c) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership;
(d) pay as a Partnership expense any and all costs and expenses associated with the formation, development, organization and operation of the Partnership, including the expense of annual audits, tax returns and LIHTC compliance;
(e) deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement;
(f) execute the Mortgage; and
(g) execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing.
Specific Powers of the General Partner. Subject to the other provisions of this Agreement, the General Partner, in the Partnership's name and on its behalf, may:
(a) hold, sell, transfer, lease or otherwise deal with any real, personal or mixed property, interest therein or appurtenance thereto in accordance with the purpose of this Agreement as indicated in Article IV hereto;
(b) employ, contract and otherwise deal with, from time to time, Persons whose services are necessary or appropriate in connection with management and operation of the Partnership business, including, without limitation, contractors, agents, brokers, Accountants and Management Agents (provided that the selection of any Accountant or Management Agent has received the Consent of the Special Limited Partner) and attorneys, on such terms as the General Partner shall determine;
(c) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership;
(d) pay as a Partnership expense any and all costs and expenses associated with the formation, development, organization and operation of the Partnership, including the expense of annual audits, tax returns and LIHTC compliance;
(e) deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement;
(f) execute the Construction Loan and the Mortgage;
(g) require in any or all Partnership contracts that the General Partner shall not have any personal liability thereunder but that the Person contracting with the Partnership shall look solely to the Partnership and its assets for satisfaction;
(h) execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing; and
(i) the General Partner shall operate the Project and shall cause the Management Agent to manage the Project in such a manner that the Project will be eligible to receive a Tax Credit with respect to 100% of the apartment units in the Project. To that end, the General Partner agrees, without limitation, to make all elections requested by the Special Limited Partner under Section 42 of the Code to allow the Partnership or its Partners to claim the Tax Credits, to file Form 8609 with respect to the Project as required, for at least the duration of the Compliance Period to operate the Project and cause the Management Agent to manage the Project so as to comply with the requirements of Section 42 of the Code, as amended, or any successor thereto, includin...
Specific Powers of the General Partner. Subject to the other provisions of this Agreement, the General Partner, in the Partnership's name and on its behalf, may:
(a) employ, contract and otherwise deal with, from time to time, Persons whose services are necessary or appropriate in connection with the management and operation of the Partnership business, including, without limitation, contractors, agents, brokers, Accountants and Management Agents (provided that the selection of any Accountant or Management Agent has received the Consent of the Special Limited Partner) and attorneys, on such terms as the General Partner shall determine within the scope of this Agreement;
(b) pay as a Partnership expense any and all costs and expenses associated with the formation, development, organization and operation of the Partnership, including the expense of annual audits, tax returns and LIHTC compliance, except that this Section shall not be interpreted to circumvent the General Partner's obligation under Section 6.3;
(c) deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement;
(d) execute the Mortgage; and
(e) execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing.
Specific Powers of the General Partner. Subject to the other provisions of this Agreement, the General Partner, in the Partnership's name and on its behalf, may:
(a) employ, contract and otherwise deal with, from time to time, Persons whose services are necessary or appropriate in connection with management and operation of the Partnership business, including, without limitation, contractors, agents, brokers, Accountants and Management Agents (provided that the selection of any Accountant or Management Agent has received the Consent of the Special Limited Partner and HUD where applicable) and attorneys, on such terms as the General Partner shall determine within the scope of this Agreement;
(b) pay as a Partnership expense any and all costs and expenses associated with the formation, development, organization and operation of the Partnership, including the expense of annual audits, tax returns and LIHTC compliance;
(c) deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement, subject to the obligations and limitations imposed by the HAP Contract;
(d) execute the Mortgage; and
(e) execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing.
Specific Powers of the General Partner. By way of illustration of the General Partner's power and authority pursuant to Section 4.1 and not as a limitation thereon, the General Partner shall have the unilateral right and power to take any and all of the following actions on behalf of the Partnership:
(a) to take actions normal or customary for the owner of businesses similar to that operated by the Partnership;
(b) to perform any and all acts necessary or appropriate in connection with the business of the Partnership;
(c) to procure and maintain appropriate insurance covering the property of the Partnership;
(d) to take and hold all property and assets of the Partnership, real, personal and mixed, in the name of the Partnership;
(e) to execute and deliver deeds, deeds of trust, notes, leases, subleases, mortgages, bills of sale, financing statements, security agreements and any and all other instruments necessary or incidental to the conduct of the business of the Partnership and the financing thereof;
(f) to coordinate all accounting and clerical functions of the Partnership and employ and contract such accountants, lawyers, managers, agents and other management or service personnel as may from time to time be required to carry on the business of the Partnership;
(g) to sell, lease, sublease, assign, convey, transfer, exchange, grant easements and servitudes or otherwise dispose of all or any part of the property and assets of the Partnership;
(h) to borrow money, whether on a secured or unsecured basis, or to refinance, recast, modify or extend any loan to the Partnership which is secured by the Properties or other assets of the Partnership (this provision being intended, without limitation, to enable the General Partner to take all actions necessary to obtain and refinance, recast, modify or extend the Construction Loan);
(i) to engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the development and operation of the Property as may be lawfully carried on or performed by a limited partnership under the laws of each state in which the Partnership is then formed, qualified, or does business;
(j) to file on behalf of the Partnership a voluntarily bankruptcy petition, or an action seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Partnership or a substantial portion of its assets, or a petition or answer seeking reorganiza...
Specific Powers of the General Partner. By way of illustration of the General Partner's power and authority pursuant to Section 4.1 and not as a limitation thereon, the General Partner shall have the unilateral right and power to take any and all of the following actions on behalf of the Partnership except to the extent any such action requires Approval by Partnership Vote pursuant to Section 4.3 of this Agreement:
(a) to consummate the transaction contemplated in the Purchase Agreement and the Mortgage Loan and to execute all documents necessary or advisable in connection therewith; provided, however, that no material change in the terms of the Purchase Agreement shall be made without Approval by Partnership Vote.
(b) to take actions normal or customary for the owner of businesses similar to that operated by the Partnership;
(c) to perform any and all acts necessary or appropriate in connection with the business of the Partnership;
(d) to procure and maintain appropriate insurance covering the property of the Partnership;
(e) to take and hold all property and assets of the Partnership, real, personal and mixed, in the name of the Partnership;
(f) to coordinate all accounting and clerical functions of the Partnership and employ and contract such accountants, lawyers, managers, agents and other management or service personnel as may from time to time be required to carry on the business of the Partnership;
(g) to negotiate and execute leases of the Property; and
(h) to engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the development and operation of the Property as may be lawfully carried on or performed by a limited partnership under the laws of each state in which the Partnership is then formed, qualified, or does business.
Specific Powers of the General Partner. Subject to the other provisions of this Agreement, the General Partner, in the Partnership's name and on its behalf, may:
(a) employ, contract and otherwise deal with, from time to time, Persons whose services are necessary or appropriate in connection with management and operation of the Partnership business, including, without limitation, contractors, agents, brokers, Accountants and Management Agents (provided that the selection of any Accountant or Management Agent has received the Consent of the Special Limited Partner) and attorneys, on such terms as the General Partner shall determine within the scope of this Agreement;
(b) pay as a Partnership expense any and all costs and expenses associated with the formation, development, organization and operation of the Partnership, including the expense of annual audits, tax returns and LIHTC and Georgia Credit compliance;
(c) deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement;
(d) execute the Construction Loan and the Mortgage; and
(e) execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing.
Specific Powers of the General Partner. Subject to the other provisions of this Agreement, the General Partner, in the Partnership's name and on its behalf, may:
(a) hold, sell, transfer, lease or otherwise deal with any real, personal or mixed property, interest therein or appurtenance thereto in accordance with this Agreement;
(b) employ, contract and otherwise deal with, from time to time, Persons whose services are necessary or appropriate in connection with management and operation of the Partnership business, including, without limitation, contractors, agents, brokers, Accountants and successor Management Agents (provided that the selection of any Accountant or Agent has received the Consent of the Special Limited Partner) and attorneys, on such terms as the General Partner shall determine;
(c) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership;
(d) pay as a Partnership expense any and all costs and expenses associated with the formation, development, organization and operation of the Partnership, including the expense of annual audits, tax returns and LIHTC compliance;
(e) deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement;
(f) execute the Construction Loan and the Mortgage; and
(g) execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing.
Specific Powers of the General Partner. Without limiting the generality of section 3.1 hereof, it is acknowledged and agreed that the General Partner is authorized, at all appropriate times and from time to time, on behalf of and without further authority from the Limited Partners, to do all things which in its sole judgment are necessary, proper or desirable to carry on the business and purposes of the Limited Partnership including but not limited to the following:
(a) to act as the Registrar and Transfer Agent for the Limited Partnership, or retain another person to so act;
(b) to cause the Limited Partnership to engage such counsel and other professional advisors or consultants as the General Partner considers advisable in order to perform its duties hereunder;
(c) to open and operate, either in its own name or in the name of the Limited Partnership, a separate bank account in order to deposit and to distribute funds with respect to the Limited Partnership;
(d) to execute, deliver and carry out all other agreements, documents and instruments which from time to time require execution by or on behalf of the Limited Partnership including without limitation any agreement, deed, transfer, covenant, indenture, mortgage, guarantee, postponement agreement or other security document, lease, easement, plan, restrictive covenant, release or surrender;
(e) on behalf of the Limited Partnership, to cause the Limited Partnership to pay all taxes, fees and other expenses relating to the orderly maintenance, repair, and management of the Partnership Assets;
(f) to act on behalf of the Limited Partnership with respect to any and all actions and other proceedings pertaining to the Limited Partnership or the Partnership Assets, brought by or against the Limited Partnership;
(g) to determine the amount and type of insurance coverage to be maintained in order to protect the Partnership Assets and the Limited Partnership from all usual perils of the type covered in respect of comparable properties and businesses and in order to comply with the requirements of the lenders of funds to the Limited Partnership;
(h) to negotiate and to cause the Limited Partnership to enter into agreements for the acquisition, maintenance and operation of Partnership Assets and to hold the Partnership Assets in the name of the General Partner, or the Limited Partnership;
(i) on behalf of the Limited Partnership and in the name of the Limited Partnership, to cause the Limited Partnership to invest funds not immediately required for the b...
