Duties and Obligations of the General Partner. (a) The General Partner shall use his best efforts to take all actions that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership and for the acquisition, holding and operation of Partnership Property, in accordance with the provisions of this Agreement and applicable laws and regulations.
Duties and Obligations of the General Partner. (a) The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Delaware (and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct its Business) and (ii) for the achievement of the Partnership's purposes in accordance with the provisions of this Agreement and Applicable Laws.
Duties and Obligations of the General Partner. A. The General Partner shall take all action that may be necessary or appropriate (i) for the continuation of the Partnership's existence as a limited partnership under the Act (and under the laws of each other jurisdiction in which such existence is necessary to protect the limited liability of the Investors and the Limited Partners or to enable the Partnership to conduct the business in which it is engaged), and (ii) for the acquisition, maintenance, preservation and operation of the Properties in accordance with the Prospectus, the provisions of this Agreement and applicable laws and regulations. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the General Partner nor any of its Affiliates shall be expected to devote its full time to the performance of such duties. The General Partner or its Affiliates may act as general or managing partners for other partnerships engaged in businesses similar to that conducted by the Partnership. Nothing herein shall limit the General Partner or its Affiliates from engaging in any such business activities, or any other activities which may be competitive with the Partnership (unless such competitive activity would have a material adverse effect upon the business of the Partnership).
Duties and Obligations of the General Partner. (a) The General Partner shall devote to the affairs of the Partnership such time as it deems necessary for the proper performance of its duties under this Agreement, but neither the General Partner, its general partner nor any officer or manager of its general partners shall be expected to devote full time to the performance of such duties.
Duties and Obligations of the General Partner. The General Partner shall manage and control the Partnership, its business and affairs. During the continuance of the Partnership, the General Partner shall diligently and faithfully devote such time to the management of the business of the Partnership as it deems reasonably necessary.
Duties and Obligations of the General Partner. The General Partner’s duty of care in the discharge of its duties to the Partnership is limited to refraining from engaging in grossly negligent or reckless conduct, willful misconduct or an intentional and material violation of law. Without limiting the foregoing, the General Partner shall have no fiduciary obligation to the Partnership or any other Partner. In discharging its duties hereunder, the General Partner shall be fully protected in relying in good faith upon the books and records of the Partnership and upon such information, opinions, reports or statements by any of the Partnership’s agents, or by any other Person, as the General Partner reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Partnership, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Partnership or any other facts pertinent to the existence and amount of assets from which distributions to the Partners might properly be paid.
Duties and Obligations of the General Partner. A. The General Partner shall take all action which may be necessary or appropriate for the acquisition, development, maintenance, preservation, and operation of the properties and assets of the Partnership in accordance with the provisions of this Agreement and applicable laws and regulations (it being understood and agreed, however, that the General Partner shall be permitted to cause the partnership to contract with other Persons for the direct performance of day-to-day management or operational services for the Inns and other properties of the Partnership (and to pay fees therefor in such amounts as the General Partner determines to be fair and equitable) and that the General Partner shall have no obligation to perform such services itself, the General Partner's obligation with respect thereto being limited to using its best efforts to cause the Partnership to locate and employ a manager or operator to perform such services). The General Partner shall have fiduciary responsibility for the safekeeping and use of the funds and assets of the Partnership, whether or not in the possession and control of the General Partner, and the General Partner shall not employ or permit any other Person to employ such funds or assets except in accordance with the terms of this Agreement. Notwithstanding the foregoing, however, the General Partner shall have no liability for any loss sustained by the Partnership as a result of the bankruptcy, receivership, insolvency, or other economic failure of any bank, savings and loan institution, other depositary of funds or entity to or with which funds of the Partnership have been deposited or invested pursuant to Section 9.03, so long as the General Partner would not have liability under Section 5.06 in the selection of such depositary or the maintenance of Partnership funds thereat.
Duties and Obligations of the General Partner. (a) The General Partner and the Principals shall devote to the Partnership and to Persons in which the Partnership acquires or holds Investments such business time as shall be necessary to conduct the Partnership business and affairs in accordance with the terms of this Agreement.
Duties and Obligations of the General Partner. (a) The General Partner shall cause the Partnership to conduct its business, operations and activities in all material respects separate and apart from the business, operations and activities of any Terra Partner or any of its Affiliates, including, without limitation, in all material respects (i) segregating all Partnership Property and not allowing funds or other Partnership Property to be commingled with the funds or other property or assets of, held by, or registered in the name of, any Terra Partner or any of its Affiliates, except as and to the extent contemplated in the Services Agreement, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of any Terra Partner and its Affiliates, (iii) observing all procedures and formalities of the Partnership (including, without limitation, maintaining minutes of Partnership meetings and acting on behalf of the Partnership only pursuant to the due authorization of the Partners or as otherwise required under applicable law), (iv) causing the Partnership to pay its liabilities solely from the Partnership Property and (v) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity, including dealings conducted pursuant to the Services Agreement.
Duties and Obligations of the General Partner. (a) The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of the General Partner, including, without limitation, (i) maintaining books and financial records of the Partnership separate from the books and financial records of the General Partner and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners, (ii) causing the Partnership to pay its liabilities from assets of the Partnership, and (iii) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity.
