Common use of Power and Authority of General Partner Clause in Contracts

Power and Authority of General Partner. Subject to the -------------------------------------- limitations contained herein, the General Partner shall have the power and authority, and without the consent of any Limited Partners, in the name and on behalf of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.05 and to perform all acts and enter into and perform all contracts and other undertakings which he may reasonably deem necessary or advisable or incidental thereto, including without limitation, the power and authority to: (a) open, maintain, conduct and close custodian accounts for securities and monies; (b) open, maintain, conduct and close accounts, including margin accounts, with brokers, including holding securities in street name; (c) open, maintain, and close bank accounts and draw checks or other orders for the payment of monies; (d) lend, with or without security, any of the funds or properties of the Partnership and from time to time-without limit as to amount, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (e) execute, deliver, acknowledge and file in the name and on behalf of the Partnership (i) a Certificate of Limited Partnership and, as required by law, any amendment or supplement thereto and (ii) all other documents required by law for the operation of the Partnership's business (including, but not limited to, assumed name certificates); (f) appoint, engage or retain persons to serve as officers, managers of the Partnership or as a Partnership Functionary, share personnel, equipment, office space, supplies and other services with other persons, partnerships or corporations (including, without limitation, those of Cardinal, or any Affiliate or parent thereof) and, if required, to pay a fair allocated share of such expenses; (g) do any and all acts on behalf of the Partnership, and exercise all rights of the Partnership, with respect to its Securities or its interest in any person, firm, corporation or other entity, including, without limitation, the voting of Securities, the negotiation and payment of commissions in amounts in excess of any so-called minimum commission (including so-called "soft dollar arrangements"), participation in arrangements with creditors, the institution of suits and administrative proceedings and other like or similar matters; (h) act and incur expenses for and on behalf of the Partnership in all matters incidental to the foregoing (if any such costs and expenses are or have been paid by the General Partner on behalf of the Partnership, then the General Partner shall be entitled to reimbursement therefor so long as such costs and expenses were reasonably necessary and reasonable in amount); (i) select a method of accounting (consistent with generally accepted accounting principles) for tax and financial reporting purposes for the Partnership; and (j) except as otherwise provided in Sections 2.05 hereof, make all Federal income tax elections available to the Partnership.

Power and Authority of General Partner. Subject to the -------------------------------------- limitations contained herein, the General Partner shall have the power and authority, and without the consent of any Limited Partners, in the name and on behalf of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in subsections (a) and (b) of Section 1.05 and to perform all acts and enter into and perform all contracts and other undertakings which he may reasonably deem necessary or advisable or incidental thereto, including without limitation, the power and authority to: (a) open, maintain, conduct and close custodian accounts for securities and monies; (b) open, maintain, conduct and close accounts, including margin accounts, with brokers, including holding securities in street name; (c) open, maintain, and close bank accounts and draw checks or other orders for the payment of monies; (d) lend, with or without security, any of the funds or properties of the Partnership and from time to time-without limit as to amount, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (e) execute, deliver, acknowledge and file in the name and on behalf of the Partnership (i) a Certificate of Limited Partnership and, as required by law, any amendment or supplement thereto and (ii) all other documents required by law for the operation of the Partnership's business (including, but not limited to, assumed name certificates); (f) appoint, engage or retain persons to serve as officers, managers of the Partnership or as a Partnership Functionary, share personnel, equipment, office space, supplies and other services with other persons, partnerships or corporations (including, without limitation, those of Cardinal, or any Affiliate or parent thereof) and, if required, to pay a fair allocated share of such expenses; (g) do any and all acts on behalf of the Partnership, and exercise all rights of the Partnership, with respect to its Securities or its interest in any person, firm, corporation or other entity, including, without limitation, the voting of Securities, the negotiation and payment of commissions in amounts in excess of any so-called minimum commission (including so-called "soft dollar arrangements")commission, participation in arrangements with creditors, the institution of suits and administrative proceedings and other like or similar matters; (h) act and incur expenses for and on behalf of the Partnership in all matters incidental to the foregoing (if any such costs and expenses are or have been paid by the General Partner on behalf of the Partnership, then the General Partner shall be entitled to reimbursement therefor so long as such costs and expenses were reasonably necessary and reasonable in amount); (i) select a method of accounting (consistent with generally accepted accounting principles) for tax and financial reporting purposes for the Partnership; and (j) except as otherwise provided in Sections 2.05 hereof, make all Federal income tax elections available to the Partnership.

Power and Authority of General Partner. Subject to the -------------------------------------- limitations contained herein, the The General Partner shall have the full and exclusive power and authority, and without the consent of any Limited Partners, in the name and authority on behalf of the Partnership to carry out manage, control, administer and operate the properties, business and affairs of the Partnership and to do or cause to be done any and all of acts deemed by the objects and purposes of the Partnership set forth in Section 1.05 and General Partner to perform all acts and enter into and perform all contracts and other undertakings which he may reasonably deem be necessary or advisable appropriate thereto, and the scope of such power and authority shall encompass all matters in any way connected with such business or incidental incident thereto, including without limitationbut not limited to, the power and authority toauthority: (a) open, maintain, To purchase or otherwise acquire real or personal property of every nature considered necessary or appropriate to carry on and conduct and close custodian accounts for securities and moniesthe business of the Partnership; (b) open, maintain, conduct and close accounts, including margin accounts, with brokers, including holding securities in street name; (c) open, maintain, and close bank accounts and draw checks or other orders To borrow monies for the payment purchase, development and maintenance of monies; (d) lend, with or without security, any Partnership assets and other aspects of the funds or properties of the Partnership Partnership's business and from time to timetime to draw, make, execute and issue promissory notes and other negotiable or non-without limit as negotiable instruments and evidences of indebtedness; to amount, borrow or raise funds and secure the payment of obligations of the Partnership by mortgage uponsums so borrowed and to mortgage, or pledge or hypothecation of, assign in trust all or any part of the property of the Partnership, and to assign any monies owing or to be owing to the Partnership; (c) To enter into any agreements of joint venture or partnership or for sharing of risks, expenses or profits, with any person, firm, corporation, government or agency thereof engaged in any business or transaction in which the Partnership is authorized to engage; (d) To maintain, develop, manage and defend Partnership property; to contract with third parties for such purposes; and to do any and all other things necessary or appropriate to carry out the terms and provisions of this Agreement which would or might be done by a normal and prudent businessman in the development and management of its own property; (e) executeTo sell, deliverassign, acknowledge convey or otherwise dispose of, for such consideration and file upon such terms and conditions as the General Partner may determine to be in the name and on behalf best interests of the Partnership, all or any part of the Partnership (i) a Certificate of Limited Partnership and, as required by lawproperty, any amendment interest therein, or supplement thereto any interest payable therefrom, and (ii) all other documents required by law for in connection therewith to execute and deliver such deeds, assignments and conveyances containing such warranties as the operation of the Partnership's business (including, but not limited to, assumed name certificates)General Partner may determine to be appropriate; (f) appointTo purchase, engage lease, rent or retain persons to serve as officersotherwise acquire or obtain the use of facilities and all other kinds and types of real or personal property that may in anyway be deemed necessary, managers convenient, or advisable in connection with carrying on the business of the Partnership or as a Partnership Functionary, share personnel, equipment, office space, supplies and other services with other persons, partnerships or corporations (including, without limitation, those of Cardinal, or any Affiliate or parent thereof) and, if required, to pay a fair allocated share of such expensesPartnership; (g) do To pay any and all acts on behalf of amounts necessary or appropriate to the Partnership, and exercise all rights of the Partnership, with respect to its Securities maintenance or its interest in any person, firm, corporation or other entity, including, without limitation, the voting of Securities, the negotiation and payment of commissions in amounts in excess operation of any so-called minimum commission (including so-called "soft dollar arrangements"), participation in arrangements with creditors, the institution of suits and administrative proceedings and other like or similar mattersPartnership property; (h) act To make and incur expenses for to enter into such agreements and on behalf contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate; (i) To procure and maintain in force such insurance as the General Partner shall deem prudent to serve as protection against liability for loss and damage which may be occasioned by the activities to be engaged in by the Partnership in all matters incidental to the foregoing (if any such costs and expenses are or have been paid by the General Partner on behalf of the Partnership; (j) To sue ▇▇▇ be sued, then complain and defend in the name of and on behalf of the Partnership; (k) To quitclaim, surrender, release or abandon any Partnership property, with or without consideration therefor; (l) To execute and deliver all checks, drafts, endorsements and other orders for the payment of Partnership funds; (m) To employ on behalf of the Partnership agents, employees and officers (having such duties and titles and having such authority by delegation from the General Partner as the General Partner shall designate), accountants, attorneys, brokers, consultants and all other professionals, clerical help and such other assistance and services as the General Partner may deem proper and to pay therefor such remuneration as the General Partner may determine to be entitled to reimbursement therefor so long as such costs reasonable and expenses were reasonably necessary and reasonable in amount)appropriate; (in) select a method of accounting (consistent with generally accepted accounting principles) for tax To appear and financial reporting purposes for to represent the PartnershipPartnership before any governmental authority or regulatory agency and to make all necessary or appropriate filings before such authority or agency; and (jo) except To take such other action, execute and deliver such other documents and perform such other acts as otherwise provided may be deemed by the General Partner to be appropriate to carry out the business and affairs of the Partnership in Sections 2.05 hereof, make all Federal income tax elections available to the Partnershipaccordance with this Agreement.