THE GENERAL PARTNER; MANAGEMENT OF THE PARTNERSHIP Clause Samples

THE GENERAL PARTNER; MANAGEMENT OF THE PARTNERSHIP. 3.1 Management of the Partnership by the General Partner. (a) The management, control, and operation of, and the determination of policy with respect to, the Partnership and its investment and other activities shall be vested exclusively in the General Partner (acting directly or through its duly appointed officers or agents). The General Partner is hereby authorized and empowered on behalf and in the name of the Partnership and in its own name, if necessary or appropriate, but subject to the other provisions of this Agreement, to carry out any and all of the purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that the General Partner may deem necessary, advisable, convenient, or incidental thereto, including the organization of one or more direct or indirect subsidiaries of the Partnership. The management and the conduct of the activities of the Partnership are and shall remain the sole responsibility of the General Partner. (b) In addition to the powers now or hereafter granted to a general partner of a limited partnership under the Act or that are expressly granted to the General Partner under any provision of this Agreement, the General Partner has full power and authority, except as otherwise expressly provided in this Agreement, to do all things deemed necessary or desirable by the General Partner to conduct the business of the Partnership, including: (i) the making of any expenditures and the incurrence of any obligations or indebtedness it deems necessary or advisable for the conduct of the activities of the Partnership; (ii) the use of the assets of the Partnership (including, without limitation, cash on hand) for any Partnership purpose on any terms it sees fit, including the financing of operations of the Partnership and the repayment of obligations of the Partnership; (iii) the negotiation, execution, and performance of any contracts and agreements (including loan agreements) that the General Partner considers desirable, useful, or necessary to the conduct of the business or operations of the Partnership or the implementation of the General Partner’s powers under this Agreement; (iv) the distribution of Partnership cash or other assets; (v) the selection, hiring, and dismissal of employees, attorneys, accountants, consultants, contractors, agents, and representatives, and the determination of their compensation and other terms of employment or hiring; (vi) the maintenance of such i...