Authorized Activities. In furtherance of the purposes set forth in the first sentence of Section 3.1, but subject in all cases to the other provisions of this Agreement (including Section 3.4) and applicable law, ASAC is and shall be permitted, empowered and authorized to engage in, take and carry out any and all of the following activities as the General Partner shall determine in its discretion: (a) to acquire, hold, pledge, sell, transfer or otherwise dispose of the Shares, including the timing, manner and terms of any such transactions (subject to Sections 3.3, 5.3 and 5.4), and the terms and conditions of the Term Loans and related facility documents; provided that prior to the Distribution Date, ASAC may only sell, transfer or otherwise dispose of the Shares solely for purposes of paying (or reimbursing) the liabilities, expenses or other obligations of ASAC (including Administrative Expenses and the Term Loans); (b) to incur, and perform its obligations under, the Term Loans and related facility documents, issue evidences or give guaranties or indemnities in respect thereof, pay interest thereon in kind and/or in cash, and secure the same by pledge or other lien on the assets of ASAC, and repay or prepay in whole or in part, refinance, replace, reduce, or modify the Term Loans in furtherance of any or all of the purposes of ASAC; provided, however, that ASAC may not incur additional indebtedness of any kind for borrowed money or guaranty any obligation of another Person; (c) to enter into, perform and carry out any and all contracts, guaranties, indemnities or other agreements of any kind, including contracts with any Person affiliated with the General Partner (subject to Section 3.3), necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of ASAC; (d) to bring, ▇▇▇, prosecute, defend, settle or compromise actions at law or in equity related to the purposes and activities of ASAC; (e) to open, maintain and close bank accounts and/or accounts with brokers and draw checks and other orders for the payment of money, and to invest such funds as are temporarily not otherwise required for the purposes of ASAC in temporary investments, including money market funds and certificates of deposit, but not including making loans; (f) to incur and pay fees, costs and expenses of any type or nature necessary, convenient or incidental to the accomplishment of the purposes of ASAC, including ASAC Expenses (provided that the General Partner as holder of the GP Special Interests shall bear all Post-Distribution Share-Related Expenses); (g) to register or qualify ASAC under any applicable laws, or to obtain exemptions under such laws, if such registration, qualification, or exemption is deemed necessary or desirable by the General Partner; (i) to execute and deliver any documents in connection with the issuance and sale of the Interests and (ii) to purchase, redeem, cancel or otherwise retire or dispose of the Interest of any Partner pursuant to the provisions of this Agreement; (i) to have and exercise all of the powers, rights, remedies and authority conferred upon, granted to, or vested in, ASAC as a shareholder of the Corporation, including the exercise of registration rights and voting rights; (j) to engage the services of various persons, entities and professionals, including legal counsel, accountants, third-party administrators and financial, investment and other advisors, for the purposes of representing and providing services to ASAC in connection with the organization and administration of the affairs of ASAC, the acquisition and disposition of the Shares or otherwise; (k) to purchase and sell derivatives for the purpose of managing, hedging or minimizing the risk to ASAC associated with movements in interest rates; provided, however, that, other than for the purposes described in this Section 3.2(k), ASAC shall not utilize derivatives for the purpose of speculating or trading in the foregoing; and (l) to engage in any kind of lawful activity and perform and carry out contracts of any kind as the General Partner deems necessary or advisable in connection with the accomplishment of the purposes of ASAC, and have and exercise all of the powers and rights conferred upon exempted limited partnerships formed pursuant to the ELP Law in connection with the accomplishment of the purposes of ASAC.
Appears in 1 contract
Authorized Activities. In furtherance of carrying out the purposes set forth in the first sentence of Section 3.1this Agreement, but subject in to all cases to the other provisions of this Agreement (including Section 3.4) and applicable law, ASAC is the Partnership and shall be permittedthe General Partner or the Investment Manager, pursuant to the Management Agreement, on behalf of the Partnership are empowered and authorized to engage inin any kind of lawful activity, to take any other actions and carry out to enter into and perform any and all other agreements of the following activities as any kind that the General Partner shall determine or the Investment Manager, pursuant to the Management Agreement, deems necessary or advisable in its discretionconnection with the accomplishment of the purposes and permitted activities of the Partnership, including:
(a) to bid on, acquire, invest in, hold, sell, convey, assign, mortgage, pledge, manage, operate or otherwise deal in or with the Investments and any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, whether directly or indirectly, through Subsidiaries, partnership interests, securities, joint ventures or otherwise, and to sell, transfer or otherwise dispose of the Shares, including the timing, manner and terms of any such transactions (subject to Sections 3.3, 5.3 and 5.4), and the terms and conditions of the Term Loans and related facility documents; provided that prior to the Distribution Date, ASAC may only sell, transfer or otherwise dispose of the Shares solely for purposes of paying (or reimbursing) the liabilities, expenses or other obligations of ASAC (including Administrative Expenses and the Term Loans)Investments;
(b) subject to incurSection 5.04, to borrow money and perform its obligations under, the Term Loans and related facility documents, issue evidences or give guaranties or indemnities in respect thereofof Indebtedness and to secure any such evidences of Indebtedness by mortgages, pay interest thereon in kind and/or in cash, and secure the same by pledge pledges or other lien on the assets of ASAC, and repay or prepay in whole or in part, refinance, replace, reduce, or modify the Term Loans in furtherance of any or all of the purposes of ASAC; provided, however, that ASAC may not incur additional indebtedness of any kind for borrowed money or guaranty any obligation of another Personliens;
(c) to enter into, perform and carry out any and all contracts, guaranties, indemnities or other agreements contracts of any kind, including contracts with any Person affiliated with the General Partner (subject to Section 3.3), kind necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes and permitted activities of ASACthe Partnership;
(d) to bring, ▇▇▇, prosecute, defend, settle or compromise actions at law or in equity related to the purposes and activities of ASACthe Partnership;
(e) to open, maintain and close bank accounts and/or accounts with brokers and draw checks and other orders for the payment of money, and to invest such funds as are temporarily not otherwise required for the purposes of ASAC in temporary investments, including money market funds and certificates of deposit, but not including making loans;
(f) to incur and pay fees, costs and expenses of any type or nature necessary, convenient or incidental to the accomplishment of the purposes of ASAC, including ASAC Expenses (provided that the General Partner as holder of the GP Special Interests shall bear all Post-Distribution Share-Related Expenses);
(g) to register or qualify ASAC under any applicable laws, or to obtain exemptions under such laws, if such registration, qualification, or exemption is deemed necessary or desirable by the General Partner;
(i) to execute and deliver any documents in connection with the issuance and sale of the Interests and (ii) to purchase, redeem, cancel or otherwise retire or dispose of the Interest of any Partner pursuant to the express provisions of this Agreement;
(f) to execute and deliver all documents in connection with the issuance and sale of Interests, including the Subscription Agreements;
(g) to execute and deliver the Management Agreement, and all documents ancillary thereto;
(h) to sell, exchange, transfer or otherwise dispose of all or any portion of an Investment;
(i) to have incur all expenditures and exercise all of pay the powersfees more particularly described in Section 6.04, rightsSection 7.01, remedies Section 7.02 and authority conferred upon, granted to, or vested in, ASAC as a shareholder of the Corporation, including the exercise of registration rights and voting rightsSection 7.04;
(j) to engage the services of various persons, entities and professionals, including legal counsel, accountants, third-party administrators and financial, investment and other advisors, for the purposes of representing and providing services to ASAC in connection with the organization and administration hold all or part of the affairs of ASACassets, the acquisition and disposition property or funds of the Shares or otherwisePartnership in Temporary Investments;
(k) in connection with its Investments, purchase hedging instruments such as interest rate swaps, caps and collars relating to purchase such Investments and sell derivatives not for the purpose of managing, hedging or minimizing the risk to ASAC associated with movements in interest rates; provided, however, that, other than for the purposes described in this Section 3.2(k), ASAC shall not utilize derivatives for the purpose of speculating or trading in the foregoing; andspeculative purposes;
(l) to engage in any kind of lawful activity auditors, administrators, employees, independent agents, lawyers, accountants, custodians, depositaries, paying and perform collecting agents and carry out contracts of any kind financial and other advisers and consultants as the General Partner deems it may deem necessary or advisable in connection relation to the affairs of the Partnership to perform or assist in the performance of all or any of the activities set forth in Section 2.06 and to execute any engagement letters in relation thereto;
(m) to maintain the Register, records and books and accounts of the Partnership at the Partnership’s registered office in accordance with the accomplishment Act, and to allow any Partner and its representatives reasonable access thereto during business hours, subject to such Partner giving reasonable notice, for the purpose of inspecting the same; and
(n) to open accounts with banks, for and in the name of the purposes Partnership, maintain such accounts, give payment and other instructions to banks in respect of ASACsuch accounts and receive and pay into such accounts Capital Contributions, income or other sums arising from or on the disposal of Investments and any other income of the Partnership, and have and exercise all of any fees to which the powers and rights conferred upon exempted limited partnerships formed pursuant to the ELP Law in connection with the accomplishment of the purposes of ASACPartnership is entitled.
Appears in 1 contract
Sources: Limited Partnership Agreement
Authorized Activities. In furtherance of the purposes set forth in the first sentence of Section 3.1, but subject in all cases to the other provisions of this Agreement (including Section 3.4) and applicable law, ASAC is and shall be permitted, empowered and authorized to engage in, take and carry out any and all of the following activities as the General Partner shall determine in its discretion:
(a) to acquire, hold, hold and pledge, and, solely for purposes of paying (or reimbursing) the liabilities, expenses or other obligations of ASAC (including ASAC Expenses and the Term Loans) or distributing the Shares to the Partners pursuant to this Agreement, to sell, transfer or otherwise dispose of the Shares, including the timing, manner and terms of any such transactions (subject to Sections 3.3, 5.3 and 5.4), and the terms and conditions of the Term Loans and related facility documents; provided that prior to the Distribution Date, ASAC may only sell, transfer or otherwise dispose of the Shares solely for purposes of paying (or reimbursing) the liabilities, expenses or other obligations of ASAC (including Administrative Expenses and the Term Loans);
(b) to incur, and perform its obligations under, the Term Loans and related facility documents, issue evidences or give guaranties or indemnities in respect thereof, pay interest thereon in kind and/or in cash, and secure the same by pledge or other lien on the assets of ASAC, and repay or prepay in whole or in part, refinance, replace, reduce, or modify the Term Loans in furtherance of any or all of the purposes of ASAC; provided, however, that ASAC may not (i) extend the stated maturity of the Term Loans or increase the principal amount of the Term Loans (whether through refinancing of the Term Loans or otherwise) other than through the operation of any pay in kind interest feature or (ii) incur additional indebtedness of any kind for borrowed money or guaranty any obligation of another Person;
(c) to enter into, perform and carry out any and all contracts, guaranties, indemnities or other agreements of any kind, including contracts with any Person affiliated with the General Partner (subject to Section 3.3), necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of ASAC;
(d) to bring, ▇▇▇, prosecute, defend, settle or compromise actions at law or in equity related to the purposes and activities of ASAC;
(e) to open, maintain and close bank accounts and/or accounts with brokers and draw checks and other orders for the payment of money, and to invest such funds as are temporarily not otherwise required for the purposes of ASAC in temporary investments, including money market funds and certificates of deposit, but not including making loans;
(f) to incur and pay fees, costs and expenses of any type or nature necessary, convenient or incidental to the accomplishment of the purposes of ASAC, including ASAC Expenses (provided that the General Partner as holder of the GP Special Interests shall bear all Post-Distribution Share-Related Expenses);
(g) to register or qualify ASAC under any applicable laws, or to obtain exemptions under such laws, if such registration, qualification, or exemption is deemed necessary or desirable by the General Partner;
(i) to execute and deliver any documents in connection with the issuance and sale of the Interests and (ii) to purchase, redeem, cancel or otherwise retire or dispose of the Interest of any Partner pursuant to the provisions of this Agreement;
(i) to have and exercise all of the powers, rights, remedies and authority conferred upon, granted to, or vested in, ASAC as a shareholder of the Corporation, including the exercise of registration rights and voting rightsrights (subject to Section 3.6);
(j) to engage the services of various persons, entities and professionals, including legal counsel, accountants, third-party administrators and financial, investment and other advisors, for the purposes of representing and providing services to ASAC in connection with the organization and administration of the affairs of ASAC, the acquisition and disposition of the Shares or otherwise;; and
(k) to purchase and sell derivatives for the purpose of managing, hedging or minimizing the risk to ASAC associated with movements in interest rates; provided, however, that, other than for the purposes described in this Section 3.2(k), ASAC shall not utilize derivatives for the purpose of speculating or trading in the foregoing; and;
(l) to engage in any kind of lawful activity and perform and carry out contracts of any kind as the General Partner deems necessary or advisable in connection with the accomplishment of the purposes of ASAC, and have and exercise all of the powers and rights conferred upon exempted limited partnerships formed pursuant to the ELP Law in connection with the accomplishment of the purposes of ASAC.
Appears in 1 contract
Authorized Activities. In furtherance of carrying out the purposes set forth in the first sentence of Section 3.1this Agreement, but subject in to all cases to the other provisions of this Agreement (including Section 3.4) and applicable law, ASAC is the Partnership and shall be permittedthe General Partner or the Investment Manager, pursuant to the Management Agreement, on behalf of the Partnership are empowered and authorized to engage inin any kind of lawful activity, to take any other actions and carry out to enter into and perform any and all other agreements of the following activities as any kind that the General Partner shall determine or the Investment Manager, pursuant to the Management Agreement, deems necessary or advisable in its discretionconnection with the accomplishment of the purposes and permitted activities of the Partnership, including:
(a) to bid on, acquire, invest in, hold, sell, convey, assign, mortgage, pledge, manage, operate or otherwise deal in or with the Investments and any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, whether directly or indirectly, through Subsidiaries, partnership interests, securities, joint ventures or otherwise, and to sell, transfer or otherwise dispose of the Shares, including the timing, manner and terms of any such transactions (subject to Sections 3.3, 5.3 and 5.4), and the terms and conditions of the Term Loans and related facility documents; provided that prior to the Distribution Date, ASAC may only sell, transfer or otherwise dispose of the Shares solely for purposes of paying (or reimbursing) the liabilities, expenses or other obligations of ASAC (including Administrative Expenses and the Term Loans)Investments;
(b) subject to incurSection 5.04, to borrow money and perform its obligations under, the Term Loans and related facility documents, issue evidences or give guaranties or indemnities in respect thereofof Indebtedness and to secure any such evidences of Indebtedness by mortgages, pay interest thereon in kind and/or in cash, and secure the same by pledge pledges or other lien on the assets of ASAC, and repay or prepay in whole or in part, refinance, replace, reduce, or modify the Term Loans in furtherance of any or all of the purposes of ASAC; provided, however, that ASAC may not incur additional indebtedness of any kind for borrowed money or guaranty any obligation of another Personliens;
(c) to enter into, perform and carry out any and all contracts, guaranties, indemnities or other agreements contracts of any kind, including contracts with any Person affiliated with the General Partner (subject to Section 3.3), kind necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes and permitted activities of ASACthe Partnership;
(d) to bring, ▇▇▇, prosecute, defend, settle or compromise actions at law or in equity related to the purposes and activities of ASACthe Partnership;
(e) to open, maintain and close bank accounts and/or accounts with brokers and draw checks and other orders for the payment of money, and to invest such funds as are temporarily not otherwise required for the purposes of ASAC in temporary investments, including money market funds and certificates of deposit, but not including making loans;
(f) to incur and pay fees, costs and expenses of any type or nature necessary, convenient or incidental to the accomplishment of the purposes of ASAC, including ASAC Expenses (provided that the General Partner as holder of the GP Special Interests shall bear all Post-Distribution Share-Related Expenses);
(g) to register or qualify ASAC under any applicable laws, or to obtain exemptions under such laws, if such registration, qualification, or exemption is deemed necessary or desirable by the General Partner;
(i) to execute and deliver any documents in connection with the issuance and sale of the Interests and (ii) to purchase, redeem, cancel or otherwise retire or dispose of the Interest of any Partner pursuant to the express provisions of this Agreement;
(f) to execute and deliver all documents in connection with the issuance and sale of Interests, including the Subscription Agreements;
(g) to execute and deliver the Management Agreement, and all documents ancillary thereto;
(h) to sell, exchange, transfer or otherwise dispose of all or any portion of an Investment;
(i) to have incur all expenditures and exercise all of pay the powersfees more particularly described in Section 6.04, rightsSection 7.01, remedies Section 7.02 and authority conferred upon, granted to, or vested in, ASAC as a shareholder of the Corporation, including the exercise of registration rights and voting rightsSection 7.04;
(j) to engage the services of various persons, entities and professionals, including legal counsel, accountants, third-party administrators and financial, investment and other advisors, for the purposes of representing and providing services to ASAC in connection with the organization and administration hold all or part of the affairs of ASACassets, the acquisition and disposition property or funds of the Shares or otherwisePartnership in Temporary Investments;
(k) in connection with its Investments, purchase hedging instruments such as interest rate swaps, caps and collars relating to purchase such Investments and sell derivatives not for the purpose of managing, hedging or minimizing the risk to ASAC associated with movements in interest rates; provided, however, that, other than for the purposes described in this Section 3.2(k), ASAC shall not utilize derivatives for the purpose of speculating or trading in the foregoing; andspeculative purposes;
(l) to engage in any kind of lawful activity auditors, administrators, employees, independent agents, lawyers, accountants, custodians, depositaries, paying and perform collecting agents and carry out contracts of any kind financial and other advisers and consultants as the General Partner deems it may deem necessary or advisable in connection relation to the affairs of the Partnership to perform or assist in the performance of all or any of the activities set forth in Section 2.06 and to execute any engagement letters in relation thereto;
(m) to maintain the records and books and accounts of the Partnership in accordance with the accomplishment Act, and, subject to Section 10.01, to allow any Partner and its representatives reasonable access thereto during business hours, for the purpose of inspecting the same; and
(n) to open accounts with banks, for and in the name of the purposes Partnership, maintain such accounts, give payment and other instructions to banks in respect of ASACsuch accounts and receive and pay into such accounts Capital Contributions, income or other sums arising from or on the disposal of Investments and any other income of the Partnership, and have and exercise all of any fees to which the powers and rights conferred upon exempted limited partnerships formed pursuant to the ELP Law in connection with the accomplishment of the purposes of ASACPartnership is entitled.
Appears in 1 contract
Sources: Limited Partnership Agreement
Authorized Activities. In furtherance of carrying out the purposes set forth in the first sentence of Section 3.1this Agreement, but subject in to all cases to the other provisions of this Agreement (including Section 3.4) and applicable law, ASAC the Partnership is and shall be permitted, empowered and authorized to engage in, take and carry out any and all of the following activities as the General Partner shall determine in its discretionauthorized:
(aA) to acquire, invest in, lease, hold, mortgage, pledge, manage, operate or otherwise deal in or with the Investments and any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, whether directly or indirectly, through subsidiaries, partnership interests, securities, joint ventures or otherwise, and to sell, transfer or otherwise dispose of the SharesInvestments;
(B) to construct, including operate, develop, maintain, finance, refinance, reposition, improve, own, sell, convey, assign, mortgage, lease or foreclose upon any real estate and any personal property necessary, convenient or incidental to the timingaccomplishment of the purposes of the Partnership;
(C) (i) to borrow money and issue evidences of indebtedness and guarantees to finance or refinance one or more of the Investments and (ii) to secure any such evidences of indebtedness and guarantees by mortgages, manner pledges or other liens, but only on the specific assets of such Investment so that such evidences of indebtedness and terms guarantees and documents securing the same, if any, shall effectively provide in substance and legal effect for recourse only to the specific assets of such Investment, with exceptions customary for secured indebtedness of a comparable type; provided, that this shall not increase the obligations of any such transactions Limited Partner hereunder; and provided further, that the General Partner shall use its reasonable best efforts in directing the conduct of the business of the Partnership to cause the Debt Ratio not to exceed 65% of the value of the Partnership’s Investments from and after the end of the Commitment Period;
(D) (i) in addition to borrowings under Section 3.02(C) (but still subject to Sections 3.3, 5.3 and 5.4the limitation on the Debt Ratio contained in Section 3.02(C)), to enter into credit facilities, borrow money and the terms and conditions issue evidences of the Term Loans and related facility documents; provided that prior indebtedness (a) to the Distribution Datepay Investment Expenses, ASAC may only sell, transfer or otherwise dispose of the Shares solely for purposes of paying (or reimbursing) the liabilities, expenses or other obligations of ASAC (including Administrative Expenses and the Term Loans);
(b) to incurmake deposits in lieu of, or in advance of, Capital Contributions, and perform its obligations under(c) for working capital for interim financing of Investments in lieu of, or in advance of, Capital Contributions and/or permanent financing, and (ii) to secure any such indebtedness or credit facilities by mortgages, pledges or other liens on any assets of the Partnership including, without limitation, the Term Loans Partnership’s or the General Partner’s rights to call for Capital Contributions under Section 4.03 for the purposes described therein (and in connection therewith, to collaterally assign to any lender, in connection with the enforcement of its security interests granted for such indebtedness or credit facility, the right to (x) make such call, (y) receive the funds from such call and (z) exercise any remedies of the Partnership or the General Partner (or the Advisory Committee) under or related facility documents, issue evidences or give guaranties or indemnities to this Agreement (including Section 4.04) in respect thereof, pay interest thereon in kind and/or in cashof any such call or such Capital Contribution), and secure to collaterally assign the same by pledge Partnership’s or other lien on the assets General Partner’s security interest in the Interest of ASAC, and repay or prepay in whole or in part, refinance, replace, reduce, or modify the Term Loans in furtherance of any or all of the purposes of ASACa Limited Partner pursuant to Section 4.04(B)(i); provided, howeverthat any such evidence of indebtedness and documents securing the same shall effectively provide in substance and legal effect that no Limited Partner shall have any personal liability for the payment of such indebtedness in excess of such Limited Partner’s Remaining Capital Commitment; and provided further, that ASAC may not incur additional indebtedness no right or remedy referred to above shall be effective to the extent such right or remedy would result in a prohibited transaction under Section 406(a) of any kind for borrowed money ERISA or guaranty any obligation Section 4975(c)(1)(A)-(D) of another Personthe Code unless an exemption therefrom shall have been obtained or otherwise apply;
(cE) to enter into, perform and carry out any and all contracts, guaranties, indemnities or other agreements contracts of any kind, including contracts with any Person affiliated with the General Partner (subject to Section 3.3), kind necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of ASACthe Partnership, including, without limitation, contracts with Affiliates of the General Partner pursuant to Section 6.04;
(dF) to bring, ▇▇▇, prosecute, defend, settle or compromise comprise actions at law or in equity related to the purposes and activities of ASACthe Partnership;
(e) to open, maintain and close bank accounts and/or accounts with brokers and draw checks and other orders for the payment of money, and to invest such funds as are temporarily not otherwise required for the purposes of ASAC in temporary investments, including money market funds and certificates of deposit, but not including making loans;
(f) to incur and pay fees, costs and expenses of any type or nature necessary, convenient or incidental to the accomplishment of the purposes of ASAC, including ASAC Expenses (provided that the General Partner as holder of the GP Special Interests shall bear all Post-Distribution Share-Related Expenses);
(g) to register or qualify ASAC under any applicable laws, or to obtain exemptions under such laws, if such registration, qualification, or exemption is deemed necessary or desirable by the General Partner;
(i) to execute and deliver any documents in connection with the issuance and sale of the Interests and (iiG) to purchase, redeem, cancel or otherwise retire or dispose of the Interest of any Partner pursuant to the express provisions of this Agreement;
(iH) to have execute and exercise deliver all of the powers, rights, remedies and authority conferred upon, granted to, or vested in, ASAC as a shareholder of the Corporation, including the exercise of registration rights and voting rights;
(j) to engage the services of various persons, entities and professionals, including legal counsel, accountants, third-party administrators and financial, investment and other advisors, for the purposes of representing and providing services to ASAC documents in connection with the organization sale of Limited Partner Interests, including but not limited to the Subscription Agreements and administration of the affairs of ASAC, the acquisition and disposition of the Shares any side letters with one or otherwisemore Limited Partners;
(kI) to lease those Investments in the form of real properties and collect all rents and other income and to pay therefrom expenses of the Partnership, including, without limitation, expenses relating to such Investments;
(J) to prepay in whole or in part, refinance, recast, assume, increase, reduce, modify, extend, foreclose or transfer any mortgages constituting or affecting any of the Investments, and in connection therewith to execute any extensions, renewals, assumptions or modifications of any mortgage or deed of trust constituting or affecting any of the Investments;
(K) to sell, exchange, transfer or otherwise dispose of all or any portion of an Investment, including but not limited to a transfer of all or any portion of the Investments to a publicly traded company;
(L) to incur all expenditures and pay the fees more particularly described in Sections 6.06 and 6.07;
(M) to (i) hold all or part of the assets, property or funds of the Partnership in cash or cash equivalents, (ii) make interim investments in U.S. government obligations, insured obligations which are rated not lower than AA by Standard & Poors or have a comparable rating from another nationally recognized rating agency, collateralized bank time deposits, repurchase agreements, money market funds, commercial paper which is rated not lower than P-1, certificates of deposit which are rated not lower than AA by Standard & Poors or have a comparable rating from another nationally recognized rating agency and banker’s acceptances eligible for purchase by the U.S. Federal Reserve and sell derivatives for (iii) in connection with its Investments, purchase customary hedging instruments such as interest rate caps and collars, forward contracts and other financial instruments relating to such Investment designed to protect the purpose of managing, hedging or minimizing the risk to ASAC associated with Partnership against adverse movements in currency, stock price movements and/or interest rates; provided, however, that, other than for but not intended to speculate on an uncovered basis with respect to the purposes described in this Section 3.2(k), ASAC shall not utilize derivatives for the purpose of speculating foregoing or trading to trade in the foregoing; and, and except as provided in this clause (iii), the Partnership shall not be permitted to purchase Derivatives;
(lN) to make debt or equity investments, including the acquisition of Marketable Securities, in real estate-dependent companies;
(O) to engage in any kind of lawful activity activity, and perform and carry out contracts of any kind as the General Partner deems kind, necessary or advisable in connection with the accomplishment of the purposes of ASAC, and have and exercise all the Partnership; and
(P) to limit participation by “benefit plan investors” (as defined in the Plan Assets Regulations promulgated by the Department of Labor) to less than 25% of the powers and rights conferred upon exempted limited partnerships formed pursuant Interests or exclude ERISA Partners subject to Title I of ERISA or Section 4975 of the Code altogether. Notwithstanding any other provision hereof to the ELP Law contrary, in the event the General Partner exercises its discretion to limit the participation of benefit plan investors or ERISA Partners in the Partnership under Section 3.02(P), (i) no transaction affecting the Interests shall be effective if the General Partner determines such transaction would result in benefit plan investors holding 25% or more of the Interests, as determined for purposes of the Plan Assets Regulations, (ii) the General Partner shall be authorized and empowered to take any actions it deems appropriate in connection with assuring compliance with the accomplishment restrictions set forth in Section 3.02(P), including, but not limited to, requiring representations and agreements from current or prospective Limited Partners, and precluding, or not otherwise giving effect to, any purchase, acquisition, assignment or transfer of any Interest, or withdrawal of any Limited Partner and (iii) if, as a result of any transaction, investments by Limited Partners who have represented that they are benefit plan investors would equal or exceed 25% of the Interests, the General Partner may effect pro rata withdrawals by Limited Partners who have represented that they are benefit plan investors to reduce aggregate holdings of such benefit plan investors to less than 25% of such Interests. The General Partner shall not cause the Partnership to acquire assets or engage in activities that generate “unrelated business taxable income” within the meaning of Section 512(a)(1) of the Code. Assets held, directly or indirectly, through an entity treated as a corporation for federal income tax purposes (including, but not limited to, a corporation that has elected or will elect to be treated as a “real estate investment trust” within the meaning of ASACSections 856-860 of the Code) shall satisfy the requirements of the preceding sentence and the General Partner is expressly authorized to cause the Partnership to acquire and hold assets directly or indirectly through such entities.
Appears in 1 contract
Sources: Limited Partnership Agreement (Berkshire Income Realty Inc)