Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable or incidental to the furtherance and accomplishment of its purpose, and for protection and benefit of the Partnership, including but not limited to the following:
Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) acquire ownership of the Land and the Apartment Complex located thereon; (b) rehabilitate, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; (c) provide housing, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents so long as any Project Documents remain(s) in force; (d) enter into any kind of activity, and perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Partnership; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-up period; (g) subject to the approval of the Agency and/or the Lender, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any mortgage loan on the property of the Partnership; (h) enter into the Loan Documents with the Lender and grant the Mortgage, enter into the Mortgage Loan and all other documents required by the Lender with respect to the Mortgage Loan, and the Extended Use Commitment and Regulatory Agreement with the Agency, providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housing; (i) rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low-Income Housing Tax Credits and in accordance with applicable federal, state and l...
Authority of the Partnership. The execution and delivery by the ---------------------------- Partnership of this Agreement, and, subject to the requisite approval of the unitholders of the Partnership, the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary partnership action on the part of the Partnership, including without limitation approval by a vote of the Board of Directors of the General Partner, and this Agreement is a valid and binding obligation of the Partnership, enforceable in accordance with its terms, subject to the Bankruptcy Exception. Except as set forth in Schedule 5.6, neither the (i) execution and delivery by the Partnership of this Agreement; (ii) the consummation of the Merger or the transactions contemplated hereby; nor (iii) compliance by the Partnership with any of the provisions hereof, will: (a) conflict with or result in a breach of any provision of its Limited Partnership Agreement or Certificate of Limited Partnership; (b) subject to receipt of such consents and the giving of such notifications as are set forth in Schedule 5.6, constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, or other instrument or obligation to which the Partnership is a party, or by which the Partnership or any of its properties or assets is bound, if, in any such circumstances, such event would reasonably be expected to have consequences materially adverse to the Partnership; or (c) violate any order, writ, injunction, decree, statute, rule, or regulation applicable to the Partnership or any of its properties or assets, if such violation would reasonably be expected to have consequences materially adverse to the Partnership. Except as set forth in Schedule 5.6, no consent of, approval of, notice to, or filing with any regulatory agency or governmental authority having jurisdiction over any aspect of the business or assets of the Partnership, and no consent of, approval of, or notice to any other Person that, in either case, if not obtained or given would have consequences materially adverse to the Partnership, is required in connection with the execution and delivery by the Partnership of this Agreement or the consummation by the Partnership of the Merger or the transactions contempla...
Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable or incidental to the furtherance and accomplishment of its purpose, and for protection and benefit of the Partnership in accordance with the Partnership Agreement, including but not limited to the following: acquire ownership of the real property referred to in Exhibit A attached hereto; construct, renovate, rehabilitate, and own the Project in accordance with the Project Documents; provide housing to Qualified Tenants, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents so long as any Project Documents remain in force; maintain and operate the Project, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Project during its rent-up and after its rent-up period in accordance with this Agreement; enter into the Construction Loan and Mortgage; rent dwelling units in the Project from time to time, in accordance with the provisions of the Code applicable to LIHTC; and do any and all other acts and things necessary or proper in accordance with this Agreement.
Authority of the Partnership. The Partnership shall be empowered and authorized to do all lawful acts and things necessary, appropriate, proper, advisable, incidental to, or convenient for the furtherance and accomplishment of its purposes. The Partnership shall be empowered and authorized:
Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) acquire ownership of the Land and the Apartment Complex; (b) construct, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; (c) provide housing, subject to the Minimum Set-Aside Test, the HOME Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Loan Agreements and the Regulatory Agreement so long as the Loan Agreements and the Regulatory Agreement, as applicable, remain in force; (d) enter into any kind of activity, and perform and carry out contracts of any kind necessary to, or in connection with, or incidental to, the accomplishment of the purposes of the Partnership; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien, provided, however, that the First Mortgage Loan, the Second Mortgage Loan and any evidences of indebtedness thereof and any documents amending, modifying or replacing them shall have the legal effect that the Partners shall have no personal liability for the repayment of the principal of or payment of interest on the First Mortgage Loan, the Second Mortgage Loan or other such indebtedness, and that, other than the Wxxxxxx Loan Guaranty, the sole recourse of any lender with respect to the principal thereof and interest thereon shall be to the property securing the First Mortgage Loan and the Second Mortgage Loan or other such indebtedness; except that any Partner shall be personally responsible (i) for funds or property of the Apartment Complex coming into such party's hands, which, by the terms of the Loan Agreements or the Regulatory Agreement, it is not entitled to retain, and (ii) for such party's own acts and deeds, or the acts and deeds of others which it has authorized, in violation of the provisions of the Regulatory Agreement; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for th...
Authority of the Partnership. The Partnership had and has all requisite partnership power and authority to consummate the Transactions and to issue, sell and deliver the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement and the Prospectus. At each Delivery Date, all corporate, partnership and other action, as the case may be, required to be taken by the Partnership Entities or any of their stockholders, partners or members, as the case may be, for the consummation of the Transactions and the authorization, issuance, sale and delivery of the Units shall have been validly taken.
Authority of the Partnership. The Partnership has all requisite power and authority to consummate the Transactions and to issue, sell and deliver (i) the Units, in accordance with and upon the terms and conditions set forth in this Agreement, the Partnership Agreement and the Prospectus and (ii) the Common Units, Class D Units and Special Units to La Grange Energy pursuant to the Contribution Agreement, in accordance with and upon the terms and conditions set forth in the Contribution Agreement, the Partnership Agreement and the Prospectus. At each Delivery Date, all corporate, partnership and other action, as the case may be, required to be taken by the Partnership Entities or La Grange Energy or any of their stockholders, partners or members, as the case may be, for the consummation of the Transactions and the authorization, issuance, sale and delivery of the Units and the Common Units, Class D Units and Special Units to be issued to La Grange Energy pursuant to the Contribution Agreement shall have been validly taken.
Authority of the Partnership. The Partnership may also do and engage in any and all other things and activities and have all powers incident to the said expansion, or any part or parts thereof, including, by way of illustration and not by way of limitation, arranging for and delivering contracts of sale, deeds, leases, deeds of trust, ground leases, mortgages, notes and other evidence of indebtedness, security agreements, and other security instruments; entering into agreements for the licensing, franchising, sale, and development of the Tully’s brand; and doing all things reasonably incident to the development and management of the Tully’s brand.
Authority of the Partnership. Board Authority to take the following actions, decisions, and preparation shall be delegated from the Colleges to the Partnership Board for: • the preparation of the merger proposal document; • consultation on the merger; • the planning of the merger including undertaking necessary due diligence; • the allocation and spending of any funding from the Scottish Funding Council for the pre-merger phase; • the commissioning of professional advice and support for the pre-merger phase using the funding above; and • making any prospective appointments to posts in the new college. Any other delegations of authority by the Colleges to the Partnership Board will be taken at College Board level and formally recorded, for the avoidance of doubt. For the avoidance of doubt, the following decisions shall be deemed to be beyond the authority of the Partnership Board: • final decision as to go-ahead with the merger; and • spending over and above any pre-merger funding allocated by the Scottish Funding Council.
