Authority of General Partner. The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to:
8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership;
8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property;
8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business;
8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges;
8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business;
8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership;
8.1.7 prepay, in whole or in part, refinance, amend, modify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to execute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements;
8.1.8 execute any and all other instruments and documents which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership;
8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership;
8.1.10 enter into any kind of activity necessary t...
Authority of General Partner. (a) The General Partner shall have exclusive authority to manage and control the business and affairs of the Partnership. Pursuant to the foregoing, the General Partner shall have all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. In dealing with the General Partner acting on behalf of the Partnership, no person shall be required to inquire into the authority of such Partner to bind the Partnership.
(b) The General Partner shall devote such time to the Partnership business as it, in its sole discretion, shall deem to be necessary to manage and supervise the Partnership business and affairs; but nothing in this Agreement shall preclude the employment, at the expense of the Partnership, of any agent or third party to manage or provide other services in respect of the Partnership property subject to the control of the General Partner.
(c) Neither the General Partner nor any officer, director or employee of the General Partner shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner for any act or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith or constituted wanton and willful misconduct or gross negligence.
(d) The Partnership shall indemnify and hold harmless the General Partner, each officer, director and employee of the General Partner, and the agents of each of them (each an “Indemnified Party”), from and against any loss, expense, damage or injury suffered or sustained by such person by reason of any act or omission arising out of his activities on behalf of the Partnership or in furtherance of the interests of the Partnership, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees, and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim and including any payments made by the General Partner to any of its officers, directors or employees pursuant to an indemnification agreement no broader than this section; provided that the act, omission, or alleged act or omission upon which such actual or threatened action, proceeding or claim is based was not performed or omitted fraudule...
Authority of General Partner. (a) Except for situations in which the approval of any Limited Partner(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner and (ii) the General Partner shall conduct, direct and exercise full control over all activities of the Partnership. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, no Limited Partner has the right or power to participate in the management or affairs of the Partnership, nor does any Limited Partner have the power to sign for or bind the Partnership or deal with third parties on behalf of the Partnership without the consent of the General Partner.
(b) The day-to-day business and operations of the Partnership shall be overseen and implemented by officers of the Partnership (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the General Partner. An Officer may, but need not, be a Partner. Each Officer shall be appointed by the General Partner and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement, the salaries or other compensation, if any, of the Officers shall be fixed from time to time by the General Partner. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the General Partner may, from time to time, delegate to them and the carrying out of the Partnership’s business and affairs on a day-to-day basis. An Officer may also perform one or more roles as an officer of the General Partner. The General Partner may remove any Officer from office at any time, with or without cause. If any vacancy shall occur in any office, for any reason whatsoever, then the General Partner shall have the right to appoint a new Officer to fill the vacancy.
(c) The General Partner shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Partnership) or the merge...
Authority of General Partner. Except as otherwise specifically provided by this Agreement, all decisions and other matters concerning (i) the computation and allocation of specific items of income, gain, expense or loss among the Partners and (ii) accounting procedures to be employed by the Partnership shall be determined in good faith by the General Partner, which determination shall be final and conclusive as to all Partners. In furtherance of the foregoing, the General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of this Agreement to the extent necessary to (A) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (B) comply with the requirements of the Income Tax Act, or (C) reflect the Partners’ interests in the Partnership. The General Partner may make or revoke, but shall not be obligated to make or revoke, any tax election provided for under the Code, or any provision of state, local or non-U.S. tax Law or under the Income Tax Act.
Authority of General Partner. The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall devote such time to the Partnership as shall be reasonably required for its welfare and success. The General Partner, without limitation on any power that may be conferred upon it by law, and except as may be provided to the contrary elsewhere in this Agreement, shall have full power, right and authority:
(a) to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan Agreement with Xxxxxx Trust and Savings Bank of Chicago, Illinois, as agent, and any other banks which are a party to such Revolving Construction Loan Agreement providing for a $200,000,000.00 construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement, and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents;
(b) to borrow money on behalf of the Partnership;
(c) to repay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnership;
(d) to execute or cause to be executed for and on behalf of the Partnership any mortgage, note, assignment of rents, assignment of beneficial interest for collateral purposes, and other documents, and any renewals, extensions or modifications thereof; provided that with respect to any financing of any property the sole security for such financing shall be Partnership property only and none of the Partners except...
Authority of General Partner. The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall devote such time to the Partnership as shall be reasonably required for its welfare and success. The General Partner, without limitation on any power that may be conferred upon it by law, and except as may be provided to the contrary elsewhere in this Agreement, shall have full power, right and authority:
(a) to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership, provided that the net proceeds resulting from any new or refinanced loan, lien or encumbrance shall be used in the operation, management or improvement of the Property owned by the Partnership and in furtherance of the Partnership’s interest, or shall be distributed to the Partners in accordance with the distribution provisions hereinafter set forth;
(b) to borrow money on behalf of the Partnership;
(c) to repay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnership;
(d) to execute or cause to be executed for and on behalf of the Partnership any mortgage, note, assignment of rents, assignment of beneficial interest for collateral purposes, and other documents, and any renewals, extensions or modifications thereof; provided that with respect to any financing of any property the sole security for such financing shall be Partnership property only and none of the Partners except the General Partner shall have any personal liability thereon;
(e) to make expenditures and incur obligations in the ordinary course of business;
(f) to acquire and enter into any contract of insurance which it deems necessary and proper for the protection of the Partnership, for conservation of its assets, or for any purpose convenient or beneficial to the Partnership;
(g) to employ, retain or contract, from time-to-time, with persons, firms or corporations, which may be or include the General Partner, for the right to acquire and for the improvement of the Property and for the operation and management of the Partnership business and to carry out all of its purposes, including but not limited to supervisory and managing agents, building management agents, contractors and subcontractors, insurance brokers, real estate brokers, loan brokers, consultants in management and finance, attorneys and ...
Authority of General Partner. (a) The General Partner shall have sole and exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement.
(b) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (iv) consent to the institution of bankruptcy or insolvency proceedings against it, (v) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (vi) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (vii) make any assignment for the benefit of its creditors, (viii) admit in writing its inability to pay its debts generally as they become due, (ix) institute or join in any institution of any bankruptcy, insolvency, liquidation, arrangement or reorganization proceeding or other proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (x) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ix) above; provided, however, that the General Partner shall in no event consent to the institution of ban...
Authority of General Partner. The General Partner shall have exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership and shall devote such time to the Partnership as shall be reasonably required for its welfare and success. The General Partner, without limitation on any power that may be conferred upon it by law, and except as may be provided to the contrary elsewhere in this Agreement, shall have full power, right and authority:
(a) to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership, provided that the net proceeds resulting from any new or refinanced loan, lien or encumbrance shall be used in the operation, management or improvement of the Property owned by the Partnership and in furtherance of the Partnership’s interest, or shall be distributed to the Partners in accordance with the distribution provisions hereinafter set forth; dispose of any and all of the assets of the Partnership; to borrow money on behalf of the Partnership. The Limited Partner specifically approves and consents to the execution and delivery by the General Partner of: (i) such documents as are necessary to cause the Partnership to become a borrower under a Revolving Construction Loan Agreement, with a bank to be determined, as agent and any other banks which are a party to such Revolving Construction Loan Agreement providing for a construction loan to the Partnership and to other borrowers who are parties to such Revolving Construction Loan Agreement and (ii) the mortgage and other collateral security documents that will encumber the Partnership’s assets for all borrowers’ obligations under such Revolving Construction Loan Agreement. The Limited Partner also expressly acknowledges that a default by any other borrower, even if not the Partnership, under such Revolving Construction Loan Agreement could jeopardize or cause the loss of some or all assets of the Partnership, including without limitation all of the Property, even though the Partnership was not itself under default under any of the terms of the Revolving Construction Loan Agreement and associated mortgage and other collateral security documents;
(b) to borrow money on behalf of the Partnership;
(c) to repay in whole or in part, refinance, recast, increase, modify or extend any loan which may affect any of the Property owned by the Partnership;
(d) to execute or cause to be executed for and on...
Authority of General Partner. A. Except to the extent otherwise provided herein, including, without limitation, Sections 5.3A, 5.4 and 5.5, the General Partner for, and in the name of, and on behalf of, the Partnership is hereby authorized:
(i) to enter into any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Partnership, so long as said activities and contracts may be lawfully carried on or performed by a limited partnership under applicable laws and regulations;
(ii) to engage Persons, including the Sponsors as provided in Article IX, to provide services or goods to the Partnership, upon such terms as the General Partner deems fair and reasonable and in the best interest of the Partnership, provided, however, that, as to services or goods provided by a Sponsor (except for those services specifically authorized under the NASAA Guidelines to be performed by a Sponsor), (a) the compensation for such services or goods must be the lesser of the cost of such services or goods to the Sponsor or ninety percent (90%) of the competitive price that would be charged by non-affiliated persons or entities rendering similar types and quality of services in the same or comparable geographic locations; (b) the compensation and other terms of such contracts shall be fully disclosed to the Investors in the reports of the Partnership; (c) the Sponsor must have been previously engaged in the business of providing such services or goods, independent of the Partnership and as an ongoing business; (d) all such transactions shall be embodied in a written contract that describes the services or goods to be provided and the compensation to be paid, which contract may only be modified by the Majority Vote of the Investors, and ,which contract shall permit termination without penalty on sixty (60) days notice; and (e) except for those services to be provided under agreements referred to in this Agreement or the Prospectus, any services provided by a Sponsor will be provided only under extraordinary circumstances where services are not available elsewhere;
(iii) to acquire by lease or purchase, improve, develop, own, construct, finance, maintain, mortgage, lease or exchange incident to a tax-free swap any real estate and any personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, including without limitation, any Property;
(iv) to grant options...
Authority of General Partner. The General Partner shall have all the rights and authority of a general partner according to the Civil Code and any other right or authority granted to it by applicable law. The General Partner is authorized to carry on the business and manage the assets of the Partnership, with exclusive full power and authority to administer, manage, control and operate the business of the Partnership and to bind it and, except as otherwise provided for in this Agreement, shall have all power and authority for and on behalf of and in the name of the Partnership or in its own name to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed or agreement or document necessary for or incidental to carrying on the business of the Partnership.
