Powers of General Partner Clause Samples
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Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and by the Certificate of Incorporation and bylaws. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership:
(a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership in each case not inconsistent with the Company's qualification as a REIT;
(b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased directly or indirectly by the Partnership;
(c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets;
(d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement);
(e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;
(f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's...
Powers of General Partner. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners. 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 provision of this Agreement, the General Partner, subject to Sections 7.6 and 7.11 below, shall have full power and authority to do all things deemed necessary or desirable by it, on such terms and conditions as the General Partner in its sole discretion deems appropriate, to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation:
(i) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the Company (as long as the Company qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its shareholders sufficient to permit the Company to satisfy the REIT Requirements), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets) and the incurring of any obligations the General Partner deems necessary or desirable for the conduct of the activities of the Partnership;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;
(iii) the acquisition, disposition, sale, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege or subscription right or other right available in connection with any assets at any time held by th...
Powers of General Partner. Subject to any limitations expressly set forth in this Agreement, the General Partner shall perform or cause to be performed, at the Partnership’s expense and in its name, all things necessary to own and operate, the Hospitals. Without limiting the generality of the foregoing, the General Partner (subject to the provisions of Subsection 6.3 hereof) is expressly authorized to do the following on behalf of the Partnership:
(a) enter into, amend or revise contracts, leases and other agreements that are necessary for the operations of the Hospital;
(b) borrow money on behalf of the Partnership, on a secured or unsecured basis, or refinance or modify any Partnership indebtedness;
(c) perform any and all acts necessary or appropriate for the ownership and operation of the Hospital, including without limitation, commencing, defending and/or settling litigation regarding the Hospitals or any aspect thereof;
(d) procure and maintain with responsible companies such insurance as may be available in such amounts and covering such risks as are deemed appropriate by the General Partner;
(e) take and hold all property of the Partnership, real, personal and mixed, in the Partnership name, or in the name of a nominee of the Partnership;
(f) execute and deliver on behalf of, and in the name of the Partnership, or in the name of a nominee of the Partnership, deeds, deeds of trust, notes, leases, subleases, mortgages, bills of sale, financing statements, security agreements, installation contracts, easements, construction contracts, architectural and engineering and any and all other instruments necessary or incidental to pursuing the purpose of the Partnership or the conduct of the Partnership’s business and the financing thereof,
(g) bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership;
(h) establish reasonable reserve funds from Cash Flow to provide for future contingencies;
(i) loan funds to the Partnership, directly or through an Affiliate, and charge interest therefor;
(j) coordinate all accounting and clerical functions of the Partnership and employ such accountants, attorneys, managers, agents and other management or service personnel as may from time to time be required to carry on the business of the Partnership;
(k) during those periods in which the General Partner determines such funds are not necessary for the working capital needs of the Partnership, invest its available...
Powers of General Partner. Subject to Section 6.08, the General Partner (acting on behalf of and at the expense of the Partnership) shall have the right, power and authority, in the management and control of the business and affairs of the Partnership, to do or cause to be done any and all acts deemed by the General Partner to be necessary or appropriate to carry out the purposes and business of the Partnership. The power and authority of the General Partner pursuant to this Agreement shall be liberally construed to encompass all acts and activities in which a limited partnership may engage under the Delaware Act, subject to the provisions of Section 3.01 hereof. The expression of any power, authority or right of the General Partner in this Agreement shall not limit or exclude any other power, authority or right which is not specifically or expressly set forth in this Agreement or the Delaware Act.
Powers of General Partner. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any power to control or manage the business and affairs of the Partnership. 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 is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following:
(a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness;
(b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership;
(c) to own, use and invest the assets of the Partnership;
(d) to purchase or sell products, services and supplies;
(e) to make tax, regulatory and other filings, and to render periodic and other reports, to governmental agencies or bodies having jurisdiction over the assets or business of the Partnership;
(f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money;
(g) to negotiate, execute and perform any contracts, conveyances or other instruments;
Powers of General Partner. (a) Subject to the terms and conditions of this Agreement, the General Partner shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership’s business shall rest exclusively with the General Partner. Except as otherwise provided in the Act or by this Agreement, the General Partner shall possess all of the rights and powers of a partner in a partnership without limited partners under Delaware Law. The General Partner shall be required to devote to the conduct of the business of the Partnership such time and attention as is necessary to accomplish the purposes, and to conduct properly the business, of the Partnership.
(b) Subject to the limitations set forth in this Agreement, including but not limited to Section 6.5, the General Partner shall perform or cause to be performed all management and operational functions relating to the business of the Partnership. Without limiting the generality of the foregoing, the General Partner is solely authorized on behalf of the Partnership, in the General Partner’s sole discretion and without the approval of the Limited Partners, to:
(i) expend the capital and revenues of the Partnership in furtherance of the Partnership’s business set forth in clauses (i), (ii), (iii) and (iv) of Section 1.4 or otherwise approved in accordance with Subsection 6.5(c)(iv) after the Effective Time, and pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor;
(ii) subject to Section 6.5(d)(v), make investments in United States government securities, securities of governmental agencies, commercial paper, insured money market funds, bankers’ acceptances and certificates of deposit, pending disbursement of the Partnership funds in furtherance of the Partnership’s business set forth in clauses (i), (ii), (iii) and (iv) of Section 1.4 or otherwise approved in accordance with Subsection 6.5(c)(iv) after the Effective Time or to provide a source from which to meet contingencies;
(iii) enter into and terminate agreements and contracts with third parties in furtherance of the Partnership’s business set forth in clauses (i), (ii) and (iii) of Section 1.4 or otherwise approved in accordance with Subsection 6.5(c)(iv) after the Effective Time, institute, defend and settle litigation arising therefrom, and give receipts, releases and discharges with respect to all of the ...
Powers of General Partner. Subject to the terms and other conditions of this Agreement, but without limiting the generality of Section 9.1, the General Partner has full power and authority for and on behalf of the Partnership (or in its own name):
(a) to purchase, hold or dispose of movable and immovable, real and personal, property and to register legal title to such property in its own name or in the name of the Partnership, the whole as more fully described in Section 9.6;
(b) to negotiate and execute any agreement with respect to the business of the Partnership, including employment agreements for employees of the Partnership, and to ensure the performance of the Partnership’s obligations thereunder and enforce the Partnership’s rights thereunder;
(c) to collect all payments owed by any debtor of the Partnership;
(d) to borrow money, to contract a suretyship, to issue a guarantee and to draw, cause to be executed and issued notes, obligations, debt securities and negotiable instruments and to conclude any agreement in respect of such loans and other matters;
(e) to secure obligations of the Partnership, including the payment of amounts of money borrowed by the Partnership by general assignment of debts by granting a hypothec or security interest on all or any part of the property of the Partnership or by any other security that the General Partner may deem appropriate;
(f) to conclude any forward exchange agreements and interest rate and currency exchange agreements, as well as any other agreement of a financial nature;
(g) to open and operate any bank account on behalf of the Partnership;
(h) to obtain the services of legal counsels, experts, competent advisers or consultants which it deems appropriate and to act according to the opinion of such Persons;
(i) to appoint and remove agents and grant and rescind powers of attorney;
(j) to delegate any of the powers and duties of the General Partner to any one or more agents, representatives, officers, employees, independent contractors, subcontractors or other Persons (including Affiliates) without liability to the General Partner as long as the General Partner is acting in good faith;
(k) to pay all fees and expenses of the Partnership;
(l) to take any suit or proceedings with respect to and on behalf of the Partnership, its property or its business, take the defense of the Partnership in any suit or proceedings taken against it and to settle any such suit or proceedings;
(m) to submit the Partnership to binding arbitration with r...
Powers of General Partner. Except as set forth in this Article IX and as otherwise provided in this Agreement, the General Partner shall have exclusive authority to manage the business and affairs of the Partnership and to make all decisions regarding the management and operation of the Partnership and its business and affairs. The General Partner shall have the following powers required for the management of the Partnership in the ordinary course of business which, by way of illustration but not by way of limitation, shall include:
(a) to acquire, directly or indirectly, for investment and to hold, maintain, sell, convey, and dispose of the personal property of the Partnership in the ordinary course of business;
(b) to cause the Partnership to purchase or lease personal property from, or sell or lease personal property to, the General Partner or any of its Affiliates for any Partnership purpose;
(c) to cause the Partnership to (i) redeem the Callable Interest or to redeem the Putable Interest; (ii) amend Schedule A hereto to reflect the change in Participating Percentages of the Partners pursuant to Articles IV, VII and XI hereof; and (iii) take all other actions described in Article VII to effectuate the redemption of the Callable Interest and the Putable Interest;
(d) to execute all documents and do all things necessary in connection with the acquisition, maintenance, operation, or improvement of the Partnership’s assets or reasonable or necessary in connection with Partnership business;
(e) to employ or engage on behalf of the Partnership such Persons, as, in the General Partner’s exclusive discretion or judgment, may be deemed advisable for the proper operation of the business of the Partnership, upon such terms and for such compensation as the General Partner shall determine necessary or appropriate provided, however, that, as a condition to any such employment or engagement of an Affiliate of the General Partner, no Affiliate so employed or engaged may seek recourse against the Distributable Cash of Universal;
(f) to make, execute, acknowledge, and deliver such certificates, instruments, and documents as may be required by, or may be appropriate under, the laws of the States of Delaware, Florida and elsewhere, if applicable, in connection with the use of the name of the Partnership by the Partnership;
(g) to make, file, or record with the appropriate public authority and, if required, publish the certificate, any amendments thereof, and such other certificates, instruments, a...
Powers of General Partner. The General Partner shall possess and enjoy, without the need to obtain the consent of the Limited Partner, all the rights and powers necessary or desirable to carry out the purposes and business of the Partnership, and all of the power and authority as may be specifically stated in this Agreement or as may be otherwise provided by law, including, but not limited to, the power to:
6.2.1 make all decisions concerning the operational aspects of the Partnership;
6.2.2 pay from Partnership assets all expenses of organizing and conducting the business of the Partnership;
6.2.3 make and enter into such contracts and incur expenses on behalf of the Partnership as the General Partner deems necessary or appropriate for the efficient conduct and operation of the Partnership's business;
6.2.4 open bank accounts, savings accounts and other accounts and designate authorized signatories for such accounts;
6.2.5 compromise, submit to arbitration, ▇▇▇ on or defend all claims in favor of or against the Partnership; commence or defend litigation that pertains to the Partnership or any Partnership Property, and arrange for the settlement of any pending or threatened litigation, by or against the Partnership, through compromise, arbitration or otherwise;
6.2.6 do all acts the General Partner deems necessary or appropriate for the protection and preservation of the Partnership's Property;
6.2.7 make distributions and allocations to the Partners in accordance with Article 5 hereof;
6.2.8 designate officers of the Partnership as authorized signatories with the authority to execute on behalf of the Partnership any documents or instruments of any kind that the General Partner may deem appropriate or advisable to carry out the purposes of the Partnership;
6.2.9 arrange for the preparation, execution and filing of federal, state and local income tax returns and pay any taxes on behalf of the Partnership, and contest any determination by the Internal Revenue Service that the General Partner deems to be adverse to the best interest of the Partnership;
6.2.10 make all payments required of the Partnership under the terms of this Agreement, including such payments, fees and reimbursements as the General Partner, or any of its Affiliates, may be entitled to receive under the terms of this Agreement;
6.2.11 invest Partnership funds on a temporary basis pending distribution, in such investments as the General Partner determines appropriate;
6.2.12 employ Persons (including any Affiliate of ...
Powers of General Partner. Notwithstanding any provision of this Agreement to the contrary, the General Partner's discretion and authority are subject to the limitations imposed by law, and by the General Partner's articles of incorporation and code of regulations. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership:
(a) to acquire, purchase, own, lease and dispose of any real property and any other property or assets that the General Partner determines are necessary or appropriate or in the best interests of conducting the business of the Partnership;
(b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased by the Partnership;
(c) to borrow money for the Partnership, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership's assets;
(d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the General Partner (as set forth in this Agreement);
(e) to lease all or any portion of any of the Partnership's assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership's assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine;
(f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership's assets; provided, however, that the General Partner may not, without the consent of ...