Common use of Exercise of Management Clause in Contracts

Exercise of Management. The overall management and control of the business, assets and affairs of the Partnership shall be vested in the General Partner and, subject to the specific limitations and restrictions set forth in this Article V and in Article IV hereof, the General Partner, in extension of and not in limitation of the powers given it by law, shall have full, exclusive and complete charge of the management of the business of the Partnership in accordance with its purpose stated in Section 2.5 hereof; provided, however, the General Partner shall not cause the Partnership to enter into any contracts for services having a term in excess of one year without the consent of the Special Limited Partner, which consent shall not be unreasonably withheld. Neither the Special Limited Partner nor any other Limited Partner shall take part in the management or control of the business of the Partnership or have authority to bind the Partnership. Notwithstanding the foregoing, the provisions of this Section 5.1.A shall not limit the exercise by the Special Limited Partner of any and all of the rights granted to it under this Agreement. The Managing General Partner (if at the time more than one Person constitutes the Managing General Partner) shall act by vote of a majority in interest of the Persons constituting the Managing General Partner, except where otherwise specified herein. If at any time there is no Managing General Partner, the General Partners shall act by vote of a majority in interest of the General Partners, except where otherwise specified herein. Any General Partner, to the extent of its authorization, may from time to time, by an instrument in writing delegate all or any of its powers or duties hereunder to another General Partner. Such writing shall fully authorize such other General Partner to act alone without requirement of any other act or signature of the delegating General Partner, to take any action of any type and to do anything and everything which the delegating General Partner may be authorized to take or do hereunder except insofar as said delegation may be limited to certain acts or activities; provided, however, that any such delegation shall not relieve the delegating General Partner of its obligations or liabilities under its Agreement. Each obligation of the General Partners under this Agreement shall be the joint and several obligation of each General Partner and each such obligation shall survive any withdrawal of a General Partner pursuant to Article XI hereof.