Common use of Powers and Duties of General Partner Clause in Contracts

Powers and Duties of General Partner. The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 6.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. Except as otherwise expressly provided herein, and subject to Sections 2.3 and 6.3 hereof, the General Partner shall have the right, power and authority: (a) To manage, insure against loss and protect the Property or any portion thereof; to improve, develop or redevelop the Property; to participate in the ownership, redevelopment and expansion of the Property; to mortgage, pledge or otherwise encumber the Property, or any portion thereof, but only in accordance with Section 2.3 hereof; to lease the Property or any portion thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases, all in accordance with the Mortgage; to grant easements of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to the Property or any portion thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on the Property; to insure any Person having an interest in or responsibility for the care, management or repair of said Property; 24 (b) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers, placement agents, financial advisors and others, the general partner agreeing to employ at all times a sufficient number of employees in light of its contemplated business operations; (c) To enter into contracts on behalf of the Partnership in accordance with Section 2.3 hereof; (d) To sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which any attorney may deem necessary, proper or advisable; (e) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation of the Partnership's assets or for any purpose convenient or beneficial to the Partnership or any Affiliate thereof; (f) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into or from any account in the Partnership's name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; provided, however, that in no event in connection with any of the foregoing shall the accounts or funds of the 25 Partnership be commingled with the accounts or funds of any other Person and the Partnership shall at all times pay its own liabilities from Partnership funds; (g) To demand, s▇▇ for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforcer or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms with or without security; (h) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed; (i) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements and contractual obligations entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports required to be submitted to lenders, using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (j) To maintain the Partnership's books and records; and (k) To prepare and deliver, or cause to be prepared and delivered by the Accountants, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all federal and state tax returns and reports. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf 26 of the Partnership. Nothing contained in this Section 6.2 shall authorize the General Partner to take any action which would be in violation of Section 2.3.

Powers and Duties of General Partner. The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 6.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. (a) Except as otherwise expressly provided hereinin this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and subject no Limited Partner shall have any right to Sections 2.3 participate in or exercise control or management power over the business and 6.3 hereofaffairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner shall have the right, full power and authorityauthority to do all things deemed necessary or desired by it to conduct the business of the Partnership, to exercise all powers of the Partnership as set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including without limitation: (a1) To manageto acquire, insure against loss directly or indirectly, interests in real estate that is growing or is suitable for growing timber, and any and all kinds of interests therein, and any and all related property; to manage and protect any of the Property Partnership's assets, interests therein or any portion parts thereof; to improve, develop or redevelop improve any such real estate consistent with the Propertypurposes of the Partnership; to participate in the ownership, redevelopment and expansion ownership of the Propertyproperty; to dedicate a portion of a property for public use; to convey, mortgage, pledge or otherwise encumber the Propertysaid property, or any portion part thereof, but only in accordance with Section 2.3 hereof; to lease the Property said property or any portion part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and lease, options to renew leases, all in accordance with the Mortgageoptions to purchase; to partition or to exchange said real property, or any part thereof, for other real property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to the Property said property or any portion part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on the Property; to insure any Person having an interest in or responsibility for the care, care or management or repair of said Property; 24such property; (b2) To to employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership businessbusiness including, including but not limited to, employees, contractors, subcontractors, engineers, architectsforesters, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers, placement agents, financial advisors brokers and others, the general partner agreeing to employ at all times a sufficient number of employees in light of its contemplated business operations; (c3) To to enter into contracts on behalf of the Partnership in accordance with Section 2.3 hereofand to cause all expenses related thereto to be paid; (d4) To to borrow and lend money and make and obtain loans and advances to or from any Person for Partnership purposes; to contract liabilities and obligations of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, obligation or liability; (5) to grant security interests in, mortgage, assign, pledge, hypothecate, deposit, deliver, enter into sale and leaseback arrangements with respect to or otherwise give as security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, personal property and real estate and interests; to sign, execute and deliver any and all assignments, deeds and other contracts deeds, bills of sale and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which any attorney may deem necessary, proper or advisableforegoing; (e6) To to acquire and enter into any contract of insurance (including, without limitation, general partner liability and partnership reimbursement insurance policies) which the General Partner deems may deem necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation of the Partnership's assets or for any purpose convenient or beneficial to the Partnership or any Affiliate thereofappropriate; (f7) To to conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into into, or from any account in the Partnership's name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, paper and acceptances, negotiable instruments, bills of exchange and dollar drafts; provided, however, that in no event in connection with any of the foregoing shall the accounts or funds of the 25 Partnership be commingled with the accounts or funds of any other Person and the Partnership shall at all times pay its own liabilities from Partnership funds; (g) To 8) to demand, ssue ▇▇ for▇▇, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property property, to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforcer enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms terms, with or without security; (h9) To make arrangements for financingto acquire interests in and contribute property to any limited or general partnerships, including the taking of all action deemed necessary joint ventures, subsidiaries or appropriate by other entities as the General Partner deems desirable so long as such investment does not jeopardize the qualification of the REIT as a real estate investment trust under the Code or cause the REIT to cause incur any approved loans to be closedtaxes under Sections 857(b)(5) or (6) or Section 4981 of the Code; (i10) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements and contractual obligations entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports required to be submitted to lenders, using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (j) To maintain the Partnership's books and records; and; (k11) To to prepare and deliver, or cause to be prepared and delivered by the Accountants, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all federal and state tax returns and reports. ; and (12) to invest in such Entities as the General Partner deems appropriate so long as such investment does not jeopardize the qualification of the REIT as a real estate investment trust or cause the REIT to incur any taxes under Sections 857(b)(5) or (6) or 4981 under the Code. (b) Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual separate funds for payment to third parties or to undertake any individual specific liability or obligation on behalf 26 of the Partnership. Nothing contained . (c) Notwithstanding the powers granted to the Partnership in this Section 6.2 shall authorize 3.2 and to the General Partner to take in Section 7.1(a), neither the Partnership nor any General Partner will undertake any action which that would be in violation contrary to the terms and conditions of Section 2.3the Financing Documents.

Powers and Duties of General Partner. The General Partner shall be responsible for the management of the Partnership's business and affairs. Except as otherwise herein expressly provided, and subject to the limitations contained in Section 6.3 hereof with respect to Major Decisions, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized. (a) Except as otherwise expressly provided hereinin this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and subject no Limited Partner shall have any right to Sections 2.3 participate in or exercise control or management power over the business and 6.3 hereofaffairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner Partner, subject to Section 7.11, shall have the right, full power and authorityauthority to do all things deemed necessary or desired by it to conduct the business of the Partnership, to exercise all powers of the Partnership as set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including without limitation: (a1) To manageto acquire, insure against loss directly or indirectly, interests in real estate and any and all kinds of interests therein, and any and all related property; to manage and protect any of the Property Partnership's assets, interests therein or any portion parts thereof; to improve, develop or redevelop improve any such real estate consistent with the Propertypurposes of the Partnership; to participate in the ownership, redevelopment and expansion ownership of the Propertyproperty; to dedicate a portion of a property for public use; to convey, mortgage, pledge or otherwise encumber the Propertysaid property, or any portion part thereof, but only in accordance with Section 2.3 hereof; to lease the Property said property or any portion part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and lease, options to renew leases, all in accordance with the Mortgageoptions to purchase; to partition or to exchange said real property, or any part thereof, for other real property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to the Property said property or any portion part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on the Property; to insure any Person having an interest in or responsibility for the care, management care or repair of said Property; 24 (b) To employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, employees, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers, placement agents, financial advisors and others, the general partner agreeing to employ at all times a sufficient number of employees in light of its contemplated business operations; (c) To enter into contracts on behalf of the Partnership in accordance with Section 2.3 hereof; (d) To sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments, property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which any attorney may deem necessary, proper or advisable; (e) To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership or any Affiliate thereof, for the conservation of the Partnership's assets or for any purpose convenient or beneficial to the Partnership or any Affiliate thereof; (f) To conduct any and all banking transactions on behalf of the Partnership; to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment of money in, into or from any account in the Partnership's name; to execute, procure, consent to and authorize extensions and renewals of the same; to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts; provided, however, that in no event in connection with any of the foregoing shall the accounts or funds of the 25 Partnership be commingled with the accounts or funds of any other Person and the Partnership shall at all times pay its own liabilities from Partnership funds; (g) To demand, s▇▇ for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property to which the Partnership may be entitled or which are or may become due the Partnership from any Person; to commence, prosecute or enforcer or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other Person and to grant an extension of time for the payment or satisfaction thereof on any terms with or without security; (h) To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed; (i) To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements and contractual obligations entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports required to be submitted to lenders, using all due diligence to insure that the Partnership is in compliance with its contractual obligations; (j) To maintain the Partnership's books and records; and (k) To prepare and deliver, or cause to be prepared and delivered by the Accountants, all financial and other reports with respect to the operations of the Partnership, and preparation and filing of all federal and state tax returns and reports. Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf 26 of the Partnership. Nothing contained in this Section 6.2 shall authorize the General Partner to take any action which would be in violation of Section 2.3.