Common use of Management in General Clause in Contracts

Management in General. (a) Subject to the provisions of this Agreement, the management and control of the business of the Partnership shall be vested exclusively in the General Partner, and the General Partner shall have exclusive 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; provided, however, that the General Partner shall not have the power to execute, or cause the execution of, transactions in, or exercise any powers or privileges with respect to, securities and other instruments in accounts of clients of the Partnership. No Partner other than the General Partner shall have the power to sign for or bind the Partnership to any agreement or document, but the General Partner may delegate the power to sign for or bind the Partnership to one or more Officers of the Partnership. Subject to the provisions of this Agreement, the General Partner shall be authorized to act, and to execute documents and instruments alone on all material matters affecting the Partnership's business; provided, however, that the General Partner shall not cause the Partnership to borrow substantial funds or to guarantee the repayment of such borrowings, in each case, to the extent such borrowing or guarantee is to be repaid out of Operating Cash Flow. (b) The General Partner shall, subject to all applicable provisions of this Agreement, be authorized in the name of and on behalf of the Partnership: (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. The General Partner may delegate any or all of the foregoing powers to one or more of the Officers of the Partnership.