Common use of Powers, Duties and Obligations Clause in Contracts

Powers, Duties and Obligations. (a) The General Partner has: (i) unlimited liability for the debts, liabilities and obligations of the Partnership; (ii) subject to the terms of this Agreement and the Exchange Agreement and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs of the Partnership and to make decisions regarding the undertaking and business of the Partnership and to represent the Partnership; and (iii) subject to the terms of this Agreement and the Exchange Agreement and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the objects, purposes and the Business of the Partnership for and on behalf of and in the name of the Partnership. (b) Subject to the terms and conditions of this Agreement, an action taken by the General Partner on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership. (c) Notwithstanding anything to the contrary herein contained, all material transactions or agreements entered into by the Partnership, other than those agreements entered into in connection with the formation of the Partnership must be approved by the board of directors of the General Partner on behalf of the Partnership. (d) The authority and power vested in the General Partner to manage the business and affairs of the Partnership will include all authority necessary or incidental to make all decisions regarding the Partnership, to bind the Partnership in respect of any such decision, to carry out the objects, purposes and Business of the Partnership including the ability to engage agents to assist the General Partner in carrying out, and the ability to delegate all of, its management obligations and administrative functions, provided that the unlimited liability of the General Partner shall not be reduced as a result of such decisions. (e) The General Partner will take all actions necessary to ensure that the Partnership constitutes a "Canadian partnership" at all times for the purposes of the Tax Act and does not constitute a "tax shelter investment" for the purposes of the Tax Act.

Powers, Duties and Obligations. (a) The General Partner the REIT GP has: (i) unlimited liability for the debts, liabilities and obligations of the Partnership; (ii) subject to the terms of this Agreement and the Exchange Agreement and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs of the Partnership and to make decisions regarding the undertaking and business of the Partnership and to represent the Partnership; and (iii) subject to the terms of this Agreement and the Exchange Agreement and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the objects, purposes and the Business of the Partnership for and on behalf of and in the name of the Partnership. (b) Subject to the terms and conditions of this Agreement, an action taken by the General Partner REIT GP on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership. (c) Notwithstanding anything to the contrary herein contained, all material transactions or agreements entered into by the Partnership, other than those agreements entered into in connection with the formation of the Partnership must be approved by the board of directors of the General Partner on behalf of the PartnershipREIT GP. (d) The authority and power vested in the General Partner REIT GP to manage the business and affairs of the Partnership will include all authority necessary or incidental to make all decisions regarding the Partnership, to bind the Partnership in respect of any such decision, to carry out the objects, purposes and Business of the Partnership including the ability to engage agents to assist the General Partner REIT GP in carrying out, and the ability to delegate all of, its management obligations and administrative functions, provided that the unlimited liability of the General Partner REIT GP shall not be reduced as a result of such decisions. (e) The General Partner the REIT GP will take all actions necessary to ensure that the Partnership constitutes a "“Canadian partnership" ” at all times for the purposes of the Tax Act and does not constitute a "“financial institution”, a “tax shelter investment" ” or a “SIFT partnership”, each for the purposes of the Tax Act.

Powers, Duties and Obligations. (a) The General Partner has: (i) unlimited liability for the debts, liabilities and obligations of the Partnership; (ii) subject to the terms of this Agreement and the Exchange Agreement Securityholders’ Agreements and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs of the Partnership and to make decisions regarding the undertaking and business of the Partnership and to represent the Partnership; and (iii) subject to the terms of this Agreement and the Exchange Agreement and to any applicable limitations set out in the ActSecurityholders’ Agreements, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the objects, purposes and the Business business of the Partnership for and on behalf of and in the name of the Partnership. (b) Subject to the terms and conditions of this Agreement, an action taken by the General Partner on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership. (c) Notwithstanding anything to the contrary herein contained, all material transactions or agreements entered into by the Partnership, other than those agreements entered into in connection with the formation of the Partnership must be approved by the board of directors of the General Partner on behalf of the PartnershipPartner. (d) The authority and power vested in the General Partner to manage the business and affairs of the Partnership will include all authority necessary or incidental to make all decisions regarding the Partnership, to bind the Partnership in respect of any such decision, to carry out the objects, purposes and Business business of the Partnership including the ability to engage agents to assist the General Partner in carrying out, and the ability to delegate all of, its management obligations and administrative functions, provided that including as contemplated in the unlimited liability of the General Partner shall not be reduced as a result of such decisionsO&M Agreement. (e) The General Partner will take all actions necessary to ensure that the Partnership constitutes a "“Canadian partnership" ” at all times for the purposes of the Tax Act and does not constitute a "“tax shelter investment" ” for the purposes of the Tax Act. (f) The General Partner will take all reasonable actions necessary to maintain the limited liability of the limited partners of the Partnership.