Authority of the General Partner. The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:
(a) invest and reinvest Partnership funds for the purposes set forth in Section 1.4, in any manner deemed advisable by the General Partner;
(b) hold, manage, maintain, improve, repair, alter, mortgage, finance, pledge, encumber and otherwise deal with Partnership property;
(c) execute any and all agreements, contracts, documents, certificates and instruments necessary or convenient in connection with the Partnership’s business;
(d) make loans, sell, exchange, assign, transfer or otherwise dispose of any Partnership property;
(e) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge or other lien on any Partnership property;
(f) prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the Partnership’s property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership’s property;
(g) make any and all elections for federal, state and local tax purposes;
(h) take, or refrain from taking, all actions not expressly proscribed or limited by this Agreement as may be necessary or appropriate to accomplish the purposes of the Partnership; and
(i) engage in any kind of activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified.
Authority of the General Partner. Except as otherwise provided in this Agreement, the General Partner (i) shall have the power on behalf of the Partnership to carry out any and all of the purposes of the Partnership and perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary or advisable or incidental thereto, and (ii) shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Partnership, all rights and powers of a general partner of a limited partnership under the Act. Subject to Section 3.2 or as otherwise expressly provided for in this Agreement, the General Partner may do or cause to be done, by acting directly or through any duly appointed officers of the Partnership, any act which is necessary or desirable to carry out any of the purposes of the Partnership, including, without limitation, any of the following:
(a) to enter into, make, deliver and perform all contracts, agreements, instruments and other undertakings as the General Partner may determine to be necessary, advisable, appropriate or incidental to the carrying out of the objects and purposes set forth above or contemplated hereby, the taking of such action by the General Partner to be conclusive evidence of such determination;
(b) to and perform, or cause to be performed, all of the Partnership’s obligations under any agreement or contract to which the Partnership is a party;
(c) to arrange financing for the Partnership and to cause the Partnership to directly borrow money or otherwise directly assume, incur, guarantee or otherwise become liable for any amount of indebtedness (including, without limitation, indebtedness for accrued expenses or ordinary trade payables) in connection with the acquisition of any assets of the Partnership or the operation of the Partnership’s business;
(d) to cause the Partnership to be a venturer, partner, stockholder, holder of a beneficial interest or other participant or owner in a joint venture, partnership (whether limited, limited liability or general), corporation, limited liability company, trust or other venture or enterprise;
(e) to employ or consult such Persons as it shall deem necessary, appropriate or advisable for the operation and management of the Partnership, including, without limitation, brokers, accountants, engineers, attorneys or specialists in any field of endeavor whatsoever, and to authorize any such Person to act for and on behalf of the Partn...
Authority of the General Partner. The General Partner shall have the power, on behalf and in the name of the Partnership, 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 it may deem necessary or advisable in connection therewith or incidental thereto, and to appoint one or more agents to accomplish the foregoing.
Authority of the General Partner. Any person dealing with the Partnership or the General Partner may rely upon a certificate signed by the General Partner thereunto duly authorized, concerning:
(a) the identity of the General Partner or any other Partner;
(b) the existence or nonexistence of any fact or facts that constitute conditions precedent to acts by the General Partner or in any other manner germane to the affairs of the Partnership;
(c) the person or persons who are authorized to execute and deliver any instrument or document of the Partnership; or
(d) any act or failure to act by the Partnership or concerning any other matter whatsoever involving the Partnership or any Partner.
Authority of the General Partner. The General Partner has, and, at the Closing Time and each Date of Delivery, will have, all requisite power and authority to act as general partner of the Partnership in all material respects as described in the Registration Statement, the General Disclosure Package and Prospectus.
Authority of the General Partner. In addition to the rights and powers the General Partner has under this Agreement and law, the General Partner shall, except to the extent otherwise provided herein, have all rights and powers required or appropriate to manage the Partnership business, including without limitation, the right to hire other professional advisors and other personnel to provide services to the Partnership. To accomplish the purposes of the Partnership the authority of the General Partner includes, but is not limited to the following:
(a) to purchase, sell, invest in and deal in stocks, bonds, notes, evidence of indebtedness and any other securities of any person whether foreign or domestic;
(b) to guarantee the financial transactions of others that are for the benefit of the Partnership;
(c) to borrow money;
(d) to sell, pledge, or dispose of assets of the Partnership;
(e) to carry such insurance as the General Partner deems necessary; and
(f) to perform all acts deemed appropriate by the General Partner to carry out the purposes of the Partnership.
Authority of the General Partner. Subject to the limitations and restrictions set forth in this Agreement including without limitation those set forth in this Article V, the General Partner shall direct the business and affairs of the Partnership and in so doing shall manage, control and have all of the rights and powers which may be possessed by general partners under the Act.
Authority of the General Partner. In the case wherein the Board is unable to exercise its management power as provided in Section 5.1 above, the General Partner shall have the power on behalf and in the name of the Partnership to manage and control the business and affairs of the Partnership. The Limited Partner agrees that all determinations, decisions and actions made or taken by the General Partner shall be conclusive and absolutely binding upon the Partnership, the Limited Partner and their respective successors, assigns and personal representatives. Notwithstanding the provisions of Sections 5.4(a) and 5.4(b), the General Partner may take such action without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the General Partner. An original or copy of any such consent shall be inserted in the record of the proceedings of the Partners.
Authority of the General Partner. The General ---------------------------------------------- Partner shall have the power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.04, and to perform all acts and enter into and perform all contracts and other under- takings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including margin and custodial accounts, with brokers, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein, and to pay, or authorize the payment and reimbursement of, brokerage commissions;
(b) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside the United States, and draw checks or other orders for the payment of monies;
(c) lend, either with or without security, any Securities, funds or other properties of the Partnership and borrow or raise funds and secure the payment of obligations of the Partner- ship by pledges or hypothecation of all or any part of the property of the Partnership;
(d) do any and all acts on behalf of the Partnership, and exer- cise all rights of the Partnership, with respect to its interest in any person, including, without limitation, the voting of Securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters;
(e) combine purchase or sale orders on behalf of the Partnership with orders for other accounts to whom the General Partner or any of its Affiliates provides investment services ("Other Account") and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts;
(f) enter into arrangements with brokers to open "average price" accounts wherein orders placed during a trading day are placed on behalf of the Partnership and Other Accounts and are allocated among such accounts using an average price;
(g) retain other persons, firms or entities selected by the General Partner to provide certain management and adminis- trative services to the Partnership and to cause the Part- nership to compensate such other persons for such services; provided, however, that the management, control and conduct of the activities of the Partnership shall remain the responsibility of th...
Authority of the General Partner. Except as expressly provided to the contrary in this Agreement, the General Partners shall have full, complete and exclusive authority, power, and discretion to control the business, property and affairs of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities in connection with the Partnership's business, property and affairs. Without limiting the generality of the foregoing, the General Partners shall have on behalf of the Partnership each and every one of the powers described in the Act or any successor statute thereto. The Limited Partners agrees that the General Partner shall have the broadest authority possible with respect to the Partnership's business and, in furtherance thereof, the Limited Partners hereby waive any and all rights it may have to participate in the management and control of the Partnership, to the fullest extent permitted by the Act. By way of example, but not limitation, the General Partner shall have the authority to undertake the following without requiring the approval and or signature of the Limited Partners::
(a) acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership;
(b) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient or incidental to the accomplishment of purposes of the Partnership;
(c) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance and operation of Partnership Property;
(d) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, and secure the same by mortgage, pledge or other lien on any Partnership Property, as are necessary to consummate the purchase or refinancing of any Partnership Property;
(e) execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the Partnership Property, including the right to refinance any existing indebtedness which may include a defeasance thereof;
(f) prepay in whole or in part, refinance, recast, incr...
