Common use of Specific Powers of the General Partner Clause in Contracts

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 reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, or to take any action in furtherance of the foregoing; (k) to admit any new Partner to the Partnership; (l) to enter into a merger, to execute appropriate documents, including without limitation deeds, in connection with any such sale or merger, and to collect and administer the proceeds of any such merger; and (m) to adjust, settle or compromise any claim, obligation, debt, demand, suit or judgment against the Partnership or any Partner in its capacity as a Partner, or waive any breach of or default in any monetary or non-monetary obligation owed to the Company,

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)Partnership; (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 reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, or to take any action in furtherance of the foregoing; (k) to admit any new Partner to the Partnership; (l) to enter into a merger, to execute appropriate documents, including without limitation deeds, in connection with any such sale or merger, and to collect and administer the proceeds of any such merger; and; (m) to adjust, settle or compromise any claim, obligation, debt, demand, suit or judgment against the Partnership or any Partner in its capacity as a Partner, or waive any breach of or default in any monetary or non-monetary obligation owed to the Company,Partnership; and (n) to elect on behalf of the Partnership not to acquire the Property and terminate any contract for the acquisition of the Property, provided that the decision of the General Partner not to acquire the Property shall be made in accordance with that certain Agreement Regarding Acquisition dated as of January 2, 2004, executed between Harvard Property Trust, LLC, a Delaware limited liability company doing business as Behringer Harvard Funds (an affiliate of the General Partner) and the Class B Limited Partner.

Specific Powers of the General Partner. By way of illustration of Without limiting the rights and powers given the General Partner's power and authority pursuant to Section 4.1 and not as a limitation thereonPartner under the Act or otherwise by law or this Agreement, the General Partner shall have the unilateral right and power to take any and all of the following actions on behalf of the Partnershipspecific powers: (a) To pay or cause to take actions normal be paid or customary for reimbursed from Partnership funds all costs and expenses in seeking, acquiring, developing, producing and exploiting the owner of businesses similar Programming; and to that operated by the Partnershippay or cause to be paid or reimbursed from Partnership funds all costs and expenses in connection therewith; (b) to perform any and all acts necessary or appropriate in connection with To maintain, at the business expense of the Partnership, complete and accurate financial records for the Partnership; and to furnish at Partnership expense the Limited Partners with reports called for by Section 3.7 of this Agreement, together with all tax reporting information which reasonably may be important to the Limited Partners; (c) to procure and maintain appropriate insurance covering To maintain, at the property expense of the Partnership, adequate records of all operations of the Partnership; (d) to take and hold all property and assets To provide, at the expense of the Partnership, realfor the operations and management of the Partnership, personal including the acquisition, production and mixeddistribution activities for the Programming and, subject to the limitations contained in Section 2.2(n) and 2.3 hereof, to enter into agreements with others, including the General Partner and its affiliates or enterprises in which the General Partner or its affiliates has an interest by ownership, or otherwise, including Xxxxx 21st Century, Inc.; (e) To purchase, at the expense of the Partnership, liability and other insurance to protect the Partnership's properties and business; (f) To execute on behalf of the Partnership any and all documents, contracts or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the business and purposes of the Partnership, and all other agreements, documents or instruments of any kind or character whatsoever, or amendments thereto, which in any manner relate to the business and purposes of the Partnership; (g) To purchase, sell or lease property, including real property, for Partnership use; (h) To make all payments required of the Partnership pursuant to this Agreement and for all direct and indirect costs and expenses incurred in the conduct of its business, including, without limitation, all costs and expenses for legal, audit, accounting and other technical and professional services, reports and other communications to, and costs of maintaining relations with, the Limited Partners, printing, postage, telephone and telegraph, travel, insurance, interest, messengers, office supplies, data processing, taxes, permits and licenses; (i) To borrow money from banks, other lending institutions or other sources, for Partnership purposes, and in connection therewith to mortgage, pledge or create other security interests on any or all of the Partnership properties, Programming and income therefrom and to secure or provide for the repayment of such borrowing; (j) To hold Partnership assets in the name of the Partnership, or (except for Partnership funds) the name of the General Partner or the name of a nominee chosen by the General Partner; (ek) to execute and deliver deedsTo license, deeds of trust, notes, leases, subleases, mortgages, bills of sale, financing statements, security agreements and lease or sell any and all other instruments necessary or incidental to the conduct of the business assets of the Partnership for any Partnership purpose, including, but not by way of limitation, the Programming or any portion thereof and any rights in the financing Programming or any portion thereof, including sales to the General Partner and its affiliates as provided in this Agreement; (fl) to coordinate all accounting and clerical functions To make or revoke tax elections on behalf of the Partnership Partnership, including the election provided by Section 754 of the Internal Revenue Code of 1954, as amended (the "Code"); (m) To select and employ and contract with Partnership funds such accountantslegal counsel, lawyers, managers, agents and certified public accountants or other management or service personnel consultants as may from time are deemed by the General Partner to time be required to carry appropriate for carrying on the business of the Partnership; (gn) To enter into contracts and other transactions for all Partnership purposes, including, but not limited to: (i) contracts with Xxxxx International Securities, Ltd., an affiliate of the General Partner, for securities brokerage services, contracts with affiliates of the General Partner for the distribution of Programming, on terms and for fees which are comparable to those which are customary in the industry, and the licensing of Programming to affiliates of the General Partner on competitive terms; (ii) contracts and other transactions with other affiliates of the General Partner, including the development of educational programming therefor, provided, however, that any such contract or other transaction with such other affiliates of the General Partner shall be on terms which are comparable to those which are customary in the industry. All contracts with other affiliates of the General Partner will be in writing and will be terminable without penalty by the Partnership upon sixty days' notice; (o) On behalf of the Partnership, to enter into joint ventures or general partnerships and other participation with affiliated or unaffiliated entities for the purpose of acquiring, developing, producing and exploiting Programming or rights therein; In joint venture arrangements with other programs formed by the General Partner: (i) The Partnership must have a right of first refusal to buy if the other program wishes to sell property held in the joint venture; and (ii) The investment of each program must be on substantially the same terms and conditions. In joint venture arrangements with third parties: The Partnership will endeavor to obtain a right of first refusal to buy if the other party wishes to sell its property held in the joint venture but there is no assurance the Partnership will be able to obtain such right. (p) On behalf of the Partnership, to arrange for the sale of any Programming (or rights therein) to sellthe General Partner or any affiliate of the General Partner. The sale price shall be determined by the average of three separate independent appraisals (the cost of which shall be borne by the General Partner or its affiliate and not by the Partnership). In addition, leasethe General Partner may purchase a Programming project (or rights therein) in its own name or in the name of a nominee, subleasean affiliate of the General Partner, assign, convey, transfer, exchange, grant easements and servitudes or otherwise dispose and temporarily holding it for the purpose of all facilitating the acquisition thereof by the Partnership, provided that such Programming project is purchased by the Partnership for a purchase price no greater than the cost (including as costs any expenses incurred by the General Partner or an affiliate in so holding the Programming project) of such Programming to the General Partner or an affiliate thereof; (q) To engage in any part other activity customary or incident to any of the property and assets foregoing; (r) To admit Partners after the formation of the Partnership; (hs) to borrow moneyTo purchase, whether on a secured its own behalf 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, Interests in the Partnership a voluntarily bankruptcy petition, from Limited Partners on terms agreed upon by the parties. The above enumeration of specific powers of the General Partner in Sections 2.2(a) through (s) shall not require the exercise of any such power by the General Partner except in its sole discretion or an action seeking or consenting as otherwise required by this Agreement. The General Partner and its affiliates shall not be liable to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Partnership or a substantial portion to the Limited Partners for any loss suffered by the Partnership which arises out of its assets, or a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, or to take any action in furtherance or inaction of the foregoing; (k) to admit any new General Partner to or its affiliates if the Partnership; (l) to enter into a merger, to execute appropriate documents, including without limitation deedsGeneral Partner or its affiliates, in connection with any good faith, determined that such sale or merger, and to collect and administer course of conduct was in the proceeds best interest of any such merger; and (m) to adjust, settle or compromise any claim, obligation, debt, demand, suit or judgment against the Partnership and such course of conduct did not constitute negligence or any misconduct of the General Partner in or its capacity as a Partner, or waive any breach of or default in any monetary or non-monetary obligation owed to the Company,affiliates.

Specific Powers of the General Partner. By way of illustration of Without limiting the rights and powers given the General Partner's power and authority pursuant to Section 4.1 and not as a limitation thereonPartner under the Act or otherwise by law or this Agreement, the General Partner shall have the unilateral right and power to take any and all of the following actions on behalf of the Partnershipspecific powers: (a) To pay or cause to take actions normal be paid or customary for reimbursed from Partnership funds all costs and expenses in seeking, acquiring, developing, producing and exploiting the owner of businesses similar Programming; and to that operated by the Partnershippay or cause to be paid or reimbursed from Partnership funds all costs and expenses in connection therewith; (b) to perform any and all acts necessary or appropriate in connection with To maintain, at the business expense of the Partnership, complete and accurate financial records for the Partnership; and to furnish at Partnership expense the Limited Partners with reports called for by Section 3.7 of this Agreement, together with all tax reporting information which reasonably may be important to the Limited Partners; (c) to procure and maintain appropriate insurance covering To maintain, at the property expense of the Partnership, adequate records of all operations of the Partnership; (d) to take and hold all property and assets To provide, at the expense of the Partnership, realfor the operations and management of the Partnership, personal including the acquisition, production and mixeddistribution activities for the Programming and, subject to the limitations contained in Section 2.2(n) and 2.3 hereof, to enter into agreements with others, including the General Partner and its affiliates or enterprises in which the General Partner or its affiliates has an interest by ownership, or otherwise, including Xxxxx 21st Century, Inc.; (e) To purchase, at the expense of the Partnership, liability and other insurance to protect the Partnership's properties and business; (f) To execute on behalf of the Partnership any and all documents, contracts or instruments of any kind which the General Partner may deem necessary or appropriate in carrying out the business and purposes of the Partnership, and all other agreements, documents or instruments of any kind or character whatsoever, or amendments thereto, which in any manner relate to the business and purposes of the Partnership; (g) To purchase, sell or lease property, including real property, for Partnership use; (h) To make all payments required of the Partnership pursuant to this Agreement and for all direct and indirect costs and expenses incurred in the conduct of its business, including, without limitation, all costs and expenses for legal, audit, accounting and other technical and professional services, reports and other communications to, and costs of maintaining relations with, the Limited Partners, printing, postage, telephone and telegraph, travel, insurance, interest, messengers, office supplies, data processing, taxes, permits and licenses; (i) To borrow money from banks, other lending institutions or other sources, for Partnership purposes, and in connection therewith to mortgage, pledge or create other security interests on any or all of the Partnership properties, Programming and income therefrom and to secure or provide for the repayment of such borrowing; (j) To hold Partnership assets in the name of the Partnership, or (except for Partnership funds) the name of the General Partner or the name of a nominee chosen by the General Partner; (ek) to execute and deliver deedsTo license, deeds of trust, notes, leases, subleases, mortgages, bills of sale, financing statements, security agreements and lease or sell any and all other instruments necessary or incidental to the conduct of the business assets of the Partnership for any Partnership purpose, including, but not by way of limitation, the Programming or any portion thereof and any rights in the financing Programming or any portion thereof, including sales to the General Partner and its affiliates as provided in this Agreement; (fl) to coordinate all accounting and clerical functions To make or revoke tax elections on behalf of the Partnership Partnership, including the election provided by Section 754 of the Internal Revenue Code of 1954, as amended (the "Code"); (m) To select and employ and contract with Partnership funds such accountantslegal counsel, lawyers, managers, agents and certified public accountants or other management or service personnel consultants as may from time are deemed by the General Partner to time be required to carry appropriate for carrying on the business of the Partnership; (gn) To enter into contracts and other transactions for all Partnership purposes, including, but not limited to: (i) contracts with Xxxxx International Securities, Ltd., an affiliate of the General Partner, for securities brokerage services, contracts with the General Partner or affiliates of the General Partner for the distribution of Programming, on terms and for fees which are comparable to those which are customary in the industry, and the licensing of Programming to affiliates of the General Partner on competitive terms; (ii) contracts and other transactions with other affiliates of the General Partner, including the development of educational programming therefor, provided, however, that any such contract or other transaction with such other affiliates of the General Partner shall be on terms which are comparable to those which are customary in the industry. All contracts with other affiliates of the General Partner will be in writing and will be terminable without penalty by the Partnership upon sixty days' notice; (o) On behalf of the Partnership, to enter into joint ventures or general partnerships and other participation with affiliated or unaffiliated entities for the purpose of acquiring, developing, producing and exploiting Programming or rights therein; (i) In joint venture arrangements between Partnerships or between a Partnership and the General Partner or between the Partnership and another public partnership formed by the General Partner: The Partnership must have a right of first refusal to buy if the other program wishes to sell property held in the joint venture; and The venturers must have substantially identical investment objectives, no duplicate fees shall be involved and the compensation to the General Partner must be substantially identical to that described in the prospectus for the Interests. (ii) In joint venture arrangements with third parties: The Partnership will endeavor to obtain a right of first refusal to buy if the other party wishes to sell its property held in the joint venture but there is no assurance the Partnership will be able to obtain such right. The foregoing subsections (i) and (ii) shall not apply to typical industry co-production arrangements, domestic or foreign. (p) On behalf of the Partnership, to arrange for the sale of any Programming (or rights therein) to sellthe General Partner or any affiliate of the General Partner. The sale price shall be determined by the average of three separate independent appraisals (the cost of which shall be borne by the General Partner or its affiliate and not by the Partnership). In addition, leasethe General Partner may purchase a Programming project (or rights therein) in its own name or in the name of a nominee, subleasean affiliate of the General Partner, assign, convey, transfer, exchange, grant easements and servitudes or otherwise dispose and temporarily holding it for the purpose of all facilitating the acquisition thereof by the Partnership, provided that such Programming project is purchased by the Partnership for a purchase price no greater than the cost (including as costs any expenses incurred by the General Partner or an affiliate in so holding the Programming project) of such Programming to the General Partner or an affiliate thereof. (q) To engage in any part other activity customary or incident to any of the property and assets foregoing; (r) To admit Partners after the formation of the Partnership; (hs) to borrow moneyTo purchase, whether on a secured its own behalf 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, Interests in the Partnership a voluntarily bankruptcy petition, from Limited Partners on terms agreed upon by the parties. The above enumeration of specific powers of the General Partner in Sections 2.2(a) through (s) shall not require the exercise of any such power by the General Partner except in its sole discretion or an action seeking or consenting as otherwise required by this Agreement. The General Partner and its affiliates shall not be liable to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Partnership or a substantial portion to the Limited Partners for any loss suffered by the Partnership which arises out of its assets, or a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, or to take any action in furtherance or inaction of the foregoing; (k) to admit any new General Partner to or its affiliates if the Partnership; (l) to enter into a merger, to execute appropriate documents, including without limitation deedsGeneral Partner or its affiliates, in connection with any good faith, determined that such sale or merger, and to collect and administer course of conduct was in the proceeds best interest of any such merger; and (m) to adjust, settle or compromise any claim, obligation, debt, demand, suit or judgment against the Partnership and such course of conduct did not constitute negligence or any misconduct of the General Partner in or its capacity as a Partner, or waive any breach of or default in any monetary or non-monetary obligation owed to the Company,affiliates.