Management and Control of Partnership. Except as otherwise expressly provided or limited by the provisions of this Agreement (including, without limitation, the provisions of Article VIII), the Managing General Partner shall have full, exclusive and complete discretion to manage and control the business and affairs of the Partnership, to make all decisions affecting the business and affairs of the Partnership and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Partnership as set forth herein. The Managing General Partner shall use reasonable efforts to carry out the purposes of the Partnership and shall devote to the management of the business and affairs of the Partnership such time as the Managing General Partner, in its reasonable discretion, shall deem to be reasonably required for the operation thereof. The Limited Partners shall have no authority, right or power to bind the Partnership, or to manage or control, or to participate in the management or control of, the business and affairs of the Partnership in any manner whatsoever.
Management and Control of Partnership. (a) The General Partner shall have the exclusive right, subject to the provisions of this Agreement, to manage and control the business and affairs of the Partnership. Except as otherwise specifically provided herein, the General Partner shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Partnership, and shall possess and may enjoy and exercise all of the rights and powers of a general partner as provided in and under the Act.
Management and Control of Partnership. Subject to the limitations of Section 7.03, and except as otherwise expressly provided or limited by the provisions of this Agreement, the General Partner shall have the exclusive right and full authority to manage, conduct, control and operate the business and affairs of the Partnership, to make all decisions affecting the business and affairs of the partnership, and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Partnership as set forth herein. The General Partner shall devote to the management of the business and affairs of the Partnership such time as the General Partner, in its discretion, shall deem to be reasonably required for the operation thereof. Neither the General Partner nor its officers or directors shall be required to devote full time to the business or affairs of the Partnership. Except as otherwise expressly set forth in this Agreement, no Limited Partner, in his capacity as such, shall have any authority, right, or power to bind the Partnership, or to manage, or to participate in the management of, the business and affairs of the Partnership in any manner whatsoever.
Management and Control of Partnership. Except as otherwise expressly provided or limited by the provisions of this Agreement (including, without limitation, the provisions of Article VII), the General Partner shall have full, exclusive and complete discretion to manage and control the business and affairs of the Partnership, to make all decisions affecting the business and affairs of the Partnership, and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Partnership as set forth herein. The General Partner shall use reasonable efforts to carry out the purposes of the Partnership as set forth herein. The General Partner shall use reasonable efforts to carry out the purposes of the Partnership and shall devote to the management of the business and affairs of the Partnership such time as the General Partner, in its sole and absolute discretion, shall deem to be reasonably required for the operation thereof. No Limited Partner, Record Holder, Non-Consenting Investor or Subsequent Transferee shall have any authority, right or power to bind the Partnership, or to manage or control, or to participate in the management or control of, the business and affairs of the Partnership in any manner whatsoever. Id. at *7. [6.13 (d)] Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion”, [sic] with “absolute discretion” or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, the Operating Partnership or the Record Holders, or (ii) in its “good faith” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein. Id. at *6 (emphasis removed).
Management and Control of Partnership. Except as otherwise expressly provided or limited by the provisions of this Agreement, the Managing Partner shall have full, exclusive and complete discretion to manage and control the business and affairs of the Partnership and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Partnership as set forth herein. In the event that Opfin transfers all of its interest in the Partnership to another Person, it shall, prior to such transfer, designate a new Managing Partner.
Management and Control of Partnership
