Common use of Management Generally Clause in Contracts

Management Generally. In order to enable the Board of Directors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Board of Directors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 of this Agreement) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion of the Board of Directors, to effect any duly authorized actions by the Board of Directors or any officer of the Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Board of Directors and, subject to the direction of the Board of Directors, the Partnership’s officers. Neither the General Partner nor any of the Limited Partners in their capacities as such shall have any part in the management of the Partnership (except, with respect to the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) and shall have no authority or right to act on behalf of the Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. All actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board, except to the extent expressly provided herein or in any Officer Employment Agreement and except that any matter for which an Officer Employment Agreement specifically provides the officer of the Partnership that is a party to such Officer Employment Agreement may take action on behalf of the Partnership or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such officer of the Partnership to take such action on behalf of the Partnership or such Subsidiary.

Management Generally. In order to enable the Board of Directors Supervisors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Board of Directors Supervisors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner “tax matters partner” under Section 9.4 8.3 of this Agreement) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion of the Board of DirectorsSupervisors, to effect any duly authorized actions by the Board of Directors Supervisors or any officer of the PartnershipOfficer, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section. Each of the Partners and Assignees and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors Supervisors of management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors Supervisors or any member thereof to be a general partner of the Partnership or to have or be subject to any the liabilities of a general partner of the Partnership that may be applicablePartnership. Except as provided in Section 9.4 8.3 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner “tax matters partner” and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Board of Directors Supervisors and, subject to the direction of the Board of DirectorsSupervisors, the Partnership’s officersOfficers. Neither the General Partner nor any of the Limited Partners in their capacities as such shall have any part in the management of the Partnership (except, with respect to the General Partner, as provided in Section 9.4 8.3 of this Agreement relating to its duties as the Tax Matters Partner“tax matters partner”) and shall have no authority or right to act on behalf of the Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. All actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board, except to the extent expressly provided herein or in any Officer Employment Agreement and except that any matter for which an Officer Employment Agreement specifically provides the officer of the Partnership that is a party to such Officer Employment Agreement may take action on behalf of the Partnership or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such officer of the Partnership to take such action on behalf of the Partnership or such SubsidiarySupervisors.

Management Generally. In order to enable (i) the Series Board of Directors of Series REIT to manage the business and affairs of Series REIT, the General Partner hereby irrevocably delegates to the Series Board of Directors of Series REIT all management powers over the business and affairs of Series REIT that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act; (ii) the Series Board of Directors of Series TRS to manage the business and affairs of Series TRS, the General Partner hereby irrevocably delegates to the Series Board of Directors of Series TRS all management powers over the business and affairs of Series TRS that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act; and (iii) the Partnership Board of Directors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Partnership Board of Directors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 of this Agreement9.4) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion of the Partnership Board of Directors, to effect any duly authorized actions by the Partnership Board of Directors or any officer of the Partnership, including and any and all action necessary and appropriate, in the sole discretion of the Series Board of Directors of such Series, to effect any duly authorized actions by the Series Board of Directors or any officer of such Series, including, in each case, executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this SectionSection 3.1. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest Unit hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Partnership Board of Directors of management powers over the business and affairs of the Partnership and the delegation by the General Partner to the Series Board of Directors of a Series of management powers over the business and affairs of such Series, in each case, pursuant to the provisions of this Agreement Agreement, shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause or the Partnership Board of Directors or the Series Board of Directors of any Series or any member thereof to be a general partner of the Partnership or any Series or to have or be subject to any liabilities of a general partner of the Partnership or any Series that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the duties of the General Partner’s duties Partner as the Tax Matters Partner Partner, and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Partnership Board of Directors and, subject to the direction of the Partnership Board of Directors, the officers of the Partnership’s officers, and the management of each Series shall be vested exclusively in the Series Board of Directors of such Series and, subject to the direction of the Series Board of Directors of such Series, the officers of such Series. Neither the General Partner nor any of the Limited Partners Partners, in their capacities as such such, shall have any part in the management of the Partnership or any Series (except, with respect to the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) and shall have no or any authority or right to act on behalf of the Partnership or any Series or deal with any third parties on behalf of the Partnership or any Series in connection with any matter, except as requested or authorized by the Partnership Board of DirectorsDirectors (with respect to the Partnership) or the Series Board of Directors of the applicable Series (with respect to such Series). All actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Partnership Board, and all actions outside the ordinary course of business of a Series to be taken by or on behalf of such Series shall require the approval of a Majority of the Series Board, in each case, except to the extent expressly provided herein or in any Officer Employment Agreement Agreement, and except that any matter for which an Officer Employment Agreement specifically provides the officer of the Partnership or a Series that is a party to such Officer Employment Agreement may take action on behalf of the Partnership or such Series (or any of its Subsidiaries their respective Subsidiaries) without prior approval of the Partnership Board of Directors or such Series Board of Directors, as applicable, shall not require approval of the Majority of the Partnership Board or a Majority of the Board Series Board, as applicable, for such officer of the Partnership to take such action on behalf of the Partnership or such Series or Subsidiary.

Management Generally. In order to To enable the Board of Directors to manage the business and affairs of the PartnershipPartnership and of each Series, and notwithstanding any provision to the contrary contained in this Agreement or any Separate Series Agreement, the General Partner hereby irrevocably delegates to the Board of Directors all management of its powers over and authority to manage and control the business and affairs of the Partnership and of each Series, that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 a general partner of this Agreement) as the Partnership to the fullest extent permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion direction of the Board of Directors, to effect any duly authorized actions by the Board of Directors or any officer of the Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this SectionSection 3.1. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership and the Series pursuant to the provisions of this Agreement and the Separate Series Agreements shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner and except as otherwise provided in this AgreementAgreement and the Separate Series Agreements, the management of the Partnership and of each Series shall be vested exclusively in the Board of Directors and, subject to the direction of the Board of Directors, the Partnership’s officers. Neither Except as otherwise provided in this Agreement and the Separate Series Agreements, neither the General Partner nor any of the Limited Partners in their capacities as such shall have any part in the management of the Partnership (except, with respect to and each of the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) Series and shall have no authority or right to act on behalf of the Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. All Except as otherwise provided in this Agreement and the Separate Series Agreements, all actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board. Notwithstanding the foregoing, except the General Partner is authorized to sign, and cause to be filed with the extent expressly provided herein Secretary of State of the State of Delaware, the Certificate of Limited Partnership, the Statement of Series LLLP Qualification and, following the Effective Date, as directed, orally or in writing, by the Board, any Officer Employment Agreement and except similar type filing that any matter for which an Officer Employment Agreement specifically provides may be required in connection with the officer Partnership’s status as a limited liability limited partnership with the State of the Partnership that is a party to such Officer Employment Agreement may take action on behalf of the Partnership Delaware or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such officer of the Partnership to take such action on behalf of the Partnership or such Subsidiaryother state.

Management Generally. In order to enable (i) the Series Board of Directors of Series REIT to manage the business and affairs of the PartnershipSeries REIT, the General Partner of Series REIT hereby irrevocably delegates to the Series Board of Directors of Series REIT all management powers over the business and affairs of the Partnership Series REIT that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner of Series REIT under Section 9.4 9.4) as permitted under Section 17-403(c) of this Agreementthe Delaware LP Act; and (ii) the Series Board of Directors of Series TRS to manage the business and affairs of Series TRS, the General Partner of Series TRS hereby irrevocably delegates to the Series Board of Directors of Series TRS all management powers over the business and affairs of Series TRS that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner of Series TRS under Section 9.4) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner of each Series further agrees to take any and all action necessary and appropriate, in the sole discretion of the Series Board of DirectorsDirectors of such Series, to effect any duly authorized actions by the Series Board of Directors or any officer of the Partnershipsuch Series, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this SectionSection 3.1. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest Series Unit hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner of each Series to the Series Board of Directors of such Series of management powers over the business and affairs of the Partnership such Series pursuant to the provisions of this Agreement shall not cause the (i) such General Partner of such Series to cease to be a general partner of such Series, (ii) the General Partner of the Partnership nor shall it cause to cease to be the general partner of the Partnership, (iii) the Series Board of Directors or any member thereof to be a general partner of the Partnership or any Series or to have or be subject to any liabilities of a general partner of the Partnership or any Series that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the duties of the General Partner’s duties Partner of each Series as the Tax Matters Partner of such Series, and except as otherwise provided in this Agreement, the management of the Partnership each Series shall be vested exclusively in the Series Board of Directors of such Series and, subject to the direction of the Series Board of DirectorsDirectors of such Series, the Partnership’s officersofficers of such Series. Neither the General Partner of any Series nor any of the Limited Partners Partners, in their capacities as such such, shall have any part in the management of the Partnership or any Series (except, with respect to the General PartnerPartner of each Series, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters PartnerPartner of such Series) and shall have no authority or right to act on behalf of the Partnership or any Series or deal with any third parties on behalf of the Partnership or any Series in connection with any matter, except as requested or authorized by the Series Board of DirectorsDirectors of the applicable Series. All actions outside of the ordinary course of business of the Partnership a Series to be taken by or on behalf of the Partnership such Series shall require the approval of a Majority of the Series Board, except to the extent expressly provided herein or in any Officer Employment Agreement Agreement, and except that any matter for which an Officer Employment Agreement specifically provides the officer of the Partnership Series that is a party to such Officer Employment Agreement may take action on behalf of the Partnership Series or any of its Subsidiaries without prior approval of the applicable Series Board of Directors shall not require approval of a Majority of the Series Board for such officer of the Partnership Series to take such action on behalf of the Partnership Series or such Subsidiary.

Management Generally. In order to enable The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed fully and exclusively by, the Members, by and through a board of representatives (the “Board of Directors Representatives”) as described herein. The foregoing powers and the authority to manage the business and affairs of the Partnership, Company are hereby delegated in full by the General Partner hereby irrevocably delegates Members to the Board of Directors Representatives, and the Board of Representatives shall, pursuant to such delegation, be responsible for the management and operations of the Company and have all management powers over necessary to manage and control the Company, to conduct its business and to implement any decision of the Members adopted pursuant to this Agreement. Pursuant to the foregoing delegation, the Board of Representatives will possess all power, on behalf of the Company, to do or authorize the Company or to direct the Officers (as defined in Section 5.01), employees and agents of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 Company. Notwithstanding the foregoing, neither the Board of this Agreement) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take Representatives nor any and all action necessary and appropriate, in the sole discretion member of the Board of DirectorsRepresentatives (each, a “Representative”) or any other Person shall be a “manager” of the Company for purposes of the Act. It is expressly agreed by the Members that each Representative shall not constitute a representative of the Company but shall serve as a representative of the Member or Members that designated and elected such Representative hereunder, and shall act (or refrain from acting), vote and provide or withhold consent with respect to effect any duly authorized actions matter in accordance with the interests and directions of the Member or Members that designated and elected such Representative hereunder. Unless otherwise expressly provided herein, any action to be taken or approved by the Board of Directors Representatives must be taken or any officer of the Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action approved by a Majority Vote (as may be necessary or appropriate to achieve all the effective delegation of power described in this Section. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as provided defined in Section 9.4 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Board of Directors and, subject to the direction 4.03(a)) of the Board of DirectorsRepresentatives, and any action so taken or approved will be the Partnership’s officers. Neither the General Partner nor any act of the Limited Partners in their capacities as such shall have any part in the management of the Partnership (except, with respect to the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) and shall have no authority or right to act on behalf of the Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. All actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board, except to the extent expressly provided herein or in any Officer Employment Agreement and except that any matter for which an Officer Employment Agreement specifically provides the officer of the Partnership that is a party to such Officer Employment Agreement may take action on behalf of the Partnership or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such officer of the Partnership to take such action on behalf of the Partnership or such SubsidiaryRepresentatives.

Management Generally. In order to enable the Board of Directors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Board of Directors all management powers over the business and affairs of the Partnership that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 of this Agreement) as permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion of the Board of Directors, to effect any duly authorized actions by the Board of Directors or any officer of the PartnershipCompany, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this Section. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Board of Directors and, subject to the direction of the Board of Directors, the PartnershipCompany’s officers. Neither the General Partner nor any of the Limited Partners in their capacities as such shall have any part in the management of the Partnership (except, with respect to the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) and shall have no authority or right to act on behalf of the Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. All actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board, except to the extent expressly provided herein or in any Initial Manager’s Officer Employment Agreement and except that any matter for which an Initial Manager’s Officer Employment Agreement specifically provides the officer of the Partnership that is a party to such Officer Employment Agreement Initial Manager may take action on behalf of the Partnership or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such officer of the Partnership Initial Manager to take such action on behalf of the Partnership or such Subsidiary. Notwithstanding the foregoing, the General Partner is authorized to sign, and cause to be filed with the Secretary of State of the State of Delaware, the Certificate of Conversion, the Certificate of Limited Partnership, the Statement of LLLP Qualification and any similar type filing that may be required in connection with the Conversion.

Management Generally. In order to To enable the Board of Directors to manage the business and affairs of the PartnershipPartnership and of each Series, and notwithstanding any provision to the contrary contained in this Agreement or any Separate Series Agreement, the General Partner hereby irrevocably delegates to the Board of Directors all management of its powers over and authority to manage and control the business and affairs of the Partnership and of each Series, that it may now or hereafter possess under applicable law (other than its obligations as Tax Matters Partner under Section 9.4 a general partner of this Agreement) as the Partnership to the fullest extent permitted under Section 17-403(c) of the Delaware LP Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion direction of the Board of Directors, to effect any duly authorized actions by the Board of Directors or any officer of the Partnership, including executing or filing any agreements, instruments or certificates, delivering all documents, providing all information and taking or refraining from taking action as may be necessary or appropriate to achieve all the effective delegation of power described in this SectionSection 3.1. Each of the Partners and each Person who may acquire an interest in a Limited Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of Directors of management powers over the business and affairs of the Partnership and the Series pursuant to the provisions of this Agreement and the Separate Series Agreements shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. Except as provided in Section 9.4 of this Agreement relating to the General Partner’s duties as the Tax Matters Partner and except as otherwise provided in this AgreementAgreement and the Separate Series Agreements, the management of the Partnership and of each Series shall be vested exclusively in the Board of Directors and, subject to the direction of the Board of Directors, the Partnership’s officers. Neither Except as otherwise provided in this Agreement and the Separate Series Agreements, neither the General Partner nor any of the Limited Partners in their capacities as such shall have any part in the management of the Partnership (except, with respect to and each of the General Partner, as provided in Section 9.4 of this Agreement relating to its duties as the Tax Matters Partner) Series and shall have no authority or right to act on behalf of the Partnership or deal with any third parties on behalf of the Partnership in connection with any matter, except as requested or authorized by the Board of Directors. All Except as otherwise provided in this Agreement and the Separate Series Agreements, all actions outside of the ordinary course of business of the Partnership to be taken by or on behalf of the Partnership shall require the approval of a Majority of the Board. Notwithstanding the foregoing, except the General Partner is authorized to sign, and cause to be filed with the extent expressly provided herein Secretary of State of the State of Delaware, the Certificate of Limited Partnership, the Statement of Series LLLP Qualification and, following the Original Effective Date, as directed, orally or in writing, by the Board, any Officer Employment Agreement and except similar type filing that any matter for which an Officer Employment Agreement specifically provides may be required in connection with the officer Partnership’s status as a limited liability limited partnership with the State of the Partnership that is a party to such Officer Employment Agreement may take action on behalf of the Partnership Delaware or any of its Subsidiaries without prior approval of the Board shall not require approval of a Majority of the Board for such officer of the Partnership to take such action on behalf of the Partnership or such Subsidiaryother state.