Common use of Powers and Duties of Partners Clause in Contracts

Powers and Duties of Partners. (a) Subject to the provisions of Section 5.3 hereof, the General Partners shall have sole and complete authority to manage, control and make all decisions affecting the business and assets of the Partnership, and shall have (without limiting the foregoing) the power to: (i) authorize or approve all actions in furtherance of the purposes of the Partnership; (ii) open accounts with financial institutions in the Partnership's name and deposit, maintain and with-draw funds therein or therefrom; (iii) admit Limited Partners in accordance with and subject to the provisions of Article VIII; (iv) cause the Partnership to employ from time to time persons or entities for the operation and management of any and all properties which may come under the ownership and/or control of the Partnership, including (but not limited to) accountants and attorneys, on such terms and for such compensation as the General Partners shall determine; (v) cause the Partnership to borrow funds (secured or unsecured) as needed to meet its obligations, and to execute notes, mortgages, deeds of trust, financing statements, assignment of rents and leases, loan agreements and related documents in connection with any such borrowing; (vi) obtain replacements of any such mortgage, deed of trust or other financing and, in furtherance thereof, to pledge any Partnership Property existing on, or acquired after, the date hereof; (vii) cause the Partnership to prepay, in whole or in part, any mortgage, deed of trust or other financing, or to refinance, increase, modify or extend the same; (viii) cause the Partnership to enter into, approve and enforce leases and other agreements involving any property, real or personal; (ix) cause the Partnership to exercise any rights it may have as a partner in the Property Company or any other partnership and to contribute or lend funds or property to the Property Company or any such other partnership; (x) cause the Partnership to convey title to a nominee and reacquire the same; (xi) cause the Partnership to maintain, repair and improve any property owned by the Partnership; (xii) cause the Partnership to sell, exchange or convey title to, or grant an option for the sale of, all or any part of any Partnership Property; (xiii) cause the Partnership to merge with Town and Country Management and become the surviving entity of such merger; and (xiv) cause the Partnership to transfer the management company assets, liabilities and operations to a subsidiary of TCT. The General Partners shall have such additional rights, authority and powers conferred by law as are consistent with the purposes of the Partnership. Any power or right granted to the General Partners in this Agreement may be exercised solely by TCT as the managing General Partner. (b) The General Partners shall devote such time to the affairs of the Partnership as, in their sole discretion, they deem necessary to supervise the business of the Partnership; to ensure compliance with all contracts, loans and other documents to which the Partnership is a party or Partnership Property is subject; to cause to be prepared all reports which are required to be furnished by the Partnership to any person; and to do all other things and execute and deliver any documents which may be necessary or advisable in order to supervise and manage the affairs and business, and carry out the purposes, of the Partnership in accordance with this Agreement. Notwithstanding the foregoing but subject to paragraph (f), it is expressly understood and agreed that the General Partners shall not be required to devote their entire time or attention to the business of the Partnership. (c) No Limited Partner, in its capacity as a Limited Partner, shall take part in the control and management of the business of the Partnership or have any power to bind the Partnership to any obligation. (d) The General Partners shall provide the following to each Partner within ninety (90) days after the end of each fiscal year: (i) Annual operating statements regarding the financial situation of the Partnership as of the end of each fiscal year, including a balance sheet, profit and loss statement, statement of partner's capital and statement of cash flows; and (ii) Annual tax reporting information. (e) The Limited Partners shall not have the right to remove any General Partner. (f) So long as any Partnership Interests are held by an Original Limited Partner, the General Partners agree that any acquisition, disposition or lease of real estate properties shall be done exclusively through the Partnership or through entities in which the Partnership directly or indirectly owns all of the equity interests.

Powers and Duties of Partners. (a) Subject to the provisions of Section 5.3 hereof, the General Partners shall have sole and complete authority to manage, control and make all decisions affecting the business and assets of the Partnership, and shall have (without limiting the foregoing) the power to: (i) authorize or approve all actions in furtherance of the purposes of the Partnership; (ii) open accounts with financial institutions in the Partnership's name and deposit, maintain and with-draw funds therein or therefrom; (iii) admit Limited Partners in accordance with and subject to the provisions of Article VIII; (iv) cause the Partnership to employ from time to time persons or entities for the operation and management of any and all properties which may come under the ownership and/or control of the Partnership, including (but not limited to) accountants and attorneys, on such terms and for such compensation as the General Partners shall determine; (v) cause the Partnership to borrow funds (secured or unsecured) as needed to meet its obligations, and to execute notes, mortgages, deeds of trust, financing statements, assignment of rents and leases, loan agreements and related documents in connection with any such borrowing; (vi) obtain replacements of any such mortgage, deed of trust or other financing and, in furtherance thereof, to pledge any Partnership Property existing on, or acquired after, the date hereof; (vii) cause the Partnership to prepay, in whole or in part, any mortgage, deed of trust or other financing, or to refinance, increase, modify or extend the same; (viii) cause the Partnership to enter into, approve and enforce leases and other agreements involving any property, real or personal; (ix) cause the Partnership to exercise any rights it may have as a partner in the Property Company or any other partnership and to contribute or lend funds or property to the Property Company or any such other partnership; (x) cause the Partnership to convey title to a nominee and reacquire the same; (xi) cause the Partnership to maintain, repair and improve any property owned by the Partnership; (xii) cause the Partnership to sell, exchange or convey title to, or grant an option for the sale of, all or any part of any Partnership Property; (xiii) cause the Partnership to merge with Town and Country Management and become the surviving entity of such merger; and (xiv) cause the Partnership to transfer the management company assets, liabilities and operations to a subsidiary of TCT. The General Partners shall have such additional rights, authority and powers conferred by law as are consistent with the purposes of the Partnership. Any power or right granted to the General Partners in this Agreement may be exercised solely by TCT as the managing General Partner. (b) The General Partners shall devote such time to the affairs of the Partnership as, in their sole discretion, they deem necessary to supervise the business of the Partnership; to ensure compliance with all contracts, loans and other documents to which the Partnership is a party or Partnership Property is subject; to cause to be prepared all reports which are required to be furnished by the Partnership to any person; and to do all other things and execute and deliver any documents which may be necessary or advisable in order to supervise and manage the affairs and business, and carry out the purposes, of the Partnership in accordance with this Agreement. Notwithstanding the foregoing but subject to paragraph (f), it is expressly understood and agreed that the General Partners shall not be required to devote their entire time or attention to the business of the Partnership. (c) No Limited Partner, in its capacity as a Limited Partner, shall take part in the control and management of the business of the Partnership or have any power to bind the Partnership to any obligation. (d) The General Partners shall provide the following to each Partner within ninety (90) days after the end of each fiscal year: (i) Annual operating statements regarding the financial situation of the Partnership as of the end of each fiscal year, including a balance sheet, profit and loss statement, statement of partner's capital and statement of cash flows; and (ii) Annual tax reporting information. (e) The Limited Partners shall not have the right to remove any either General Partner. (f) So long as any Partnership Interests are held by an Original Limited Partner, the General Partners agree that any acquisition, disposition or lease of real estate properties shall be done exclusively through the Partnership or through entities in which the Partnership directly or indirectly owns all of the equity interests; provided, however, that the General Partners, directly or through subsidiaries, may hold up to a 1.99% equity interest in any investment in real estate properties made by the Partnership.