Common use of Management in General Clause in Contracts

Management in General. (a) The management and control of the business of the Partnership shall be vested in the General Partner. Except to the extent otherwise provided in Section 3.3 hereof (recognizing expressly that the General Partner has delegated only specific responsibilities pursuant to Sections 3.3(a), 3.3(b) and 3.3(c) hereof, and acknowledging that the General Partner will have all such rights, duties, obligations and liabilities under Delaware law as derive from being the general partner of a Delaware limited partnership, and under the provisions of this Agreement), the General Partner, acting alone with no other approval or authorization of the Partners (except to the extent that any specific provision of this Agreement requires a Majority Vote), shall have the power and authority, in the name of and on behalf of the Partnership, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Partnership, including, without limitation, (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the Partnership's business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the Partnership as set forth in Section 2.3 hereof, or to protect and preserve the Partnership's assets. Notwithstanding any other provision of law or of this Agreement, the General Partner shall not, without a Majority Vote, cause the Partnership to: (i) sell, lease, exchange, transfer or otherwise dispose of all or substantially all of the Partnership's assets in a single transaction or series of related transactions; (ii) pledge all or substantially all of the Partnership's assets (provided, however, that nothing herein shall limit the General Partner's right to pledge or otherwise encumber any Partnership Interests it holds); (iii) guarantee the debts or obligations of any other entity; (iv) directly or indirectly, merge, consolidate or engage in any similar reorganization; (v) amend or modify or repeal any provision of the Certificate of Limited Partnership;