Common use of Management Generally Clause in Contracts

Management Generally. In order to enable the Board of Supervisors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Board of 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” under Section 8.3 of this Agreement) as permitted under Section 17-403(c) of the Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion of the Board of Supervisors, to effect any duly authorized actions by the Board of Supervisors or any Officer, 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 Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of 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 Supervisors or any member thereof to be a general partner of the Partnership or to have or be subject to the liabilities of a general partner of the Partnership. Except as provided in Section 8.3 of this Agreement relating to the General Partner’s duties as “tax matters partner” and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Board of Supervisors and, subject to the direction of the Board of Supervisors, the 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 8.3 of this Agreement relating to its duties as “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 Supervisors.

Management Generally. In order to enable the Board of Supervisors Directors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Board of Supervisors 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” Tax Matters Partner under Section 8.3 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 SupervisorsDirectors, to effect any duly authorized actions by the Board of Supervisors Directors or any Officerofficer 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 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 Supervisors 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 Supervisors Directors or any member thereof to be a general partner of the Partnership or to have or be subject to the any liabilities of a general partner of the PartnershipPartnership that may be applicable. Except as provided in Section 8.3 9.4 of this Agreement relating to the General Partner’s duties as “tax matters partner” 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 Supervisors Directors and, subject to the direction of the Board of SupervisorsDirectors, the OfficersPartnership’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 8.3 9.4 of this Agreement relating to its duties as “tax matters partner”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 SupervisorsDirectors. 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 (i) the Series Board of Supervisors 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 Supervisors 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” Tax Matters Partner of Series REIT under Section 8.3 of this Agreement9.4) as permitted under Section 17-403(c) of the 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 SupervisorsDirectors of such Series, to effect any duly authorized actions by the Series Board of Supervisors Directors or any Officerofficer of such 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 Assignees and each Person who may acquire an interest in a 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 Supervisors 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 Supervisors Directors or any member thereof to be a general partner of the Partnership or any Series or to have or be subject to the any liabilities of a general partner of the PartnershipPartnership or any Series that may be applicable. Except as provided in Section 8.3 of this Agreement 9.4 relating to the duties of the General Partner’s duties Partner of each Series as “tax matters partner” 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 Supervisors Directors of such Series and, subject to the direction of the Series Board of SupervisorsDirectors of such Series, the 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 8.3 of this Agreement 9.4 relating to its duties as “tax matters partner”the Tax Matters Partner 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 SupervisorsDirectors of the applicable Series. 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, 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 Series that is a party to such Officer Employment Agreement may take action on behalf of the 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 Series to take such action on behalf of the Series or such Subsidiary.

Management Generally. In order to To enable the Board of Supervisors 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 Supervisors 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 8.3 a general partner of this Agreement) as the Partnership to the fullest extent permitted under Section 17-403(c) of the Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion direction of the Board of SupervisorsDirectors, to effect any duly authorized actions by the Board of Supervisors Directors or any Officerofficer 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 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 Supervisors 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 Supervisors Directors or any member thereof to be a general partner of the Partnership or to have or be subject to the any liabilities of a general partner of the PartnershipPartnership that may be applicable. Except as provided in Section 8.3 of this Agreement relating to the General Partner’s duties as “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 Supervisors Directors and, subject to the direction of the Board of SupervisorsDirectors, the OfficersPartnership’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 8.3 of this Agreement relating to its duties as “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 SupervisorsDirectors. 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, 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 Limited Partnership, the Statement of Series LLLP Qualification and, following the Original Effective Date, as directed, orally or in writing, by the Board, any similar type filing that may be required in connection with the Partnership’s status as a limited liability limited partnership with the State of Delaware or any other state.

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 Supervisors 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 Supervisors 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 Company. Notwithstanding the foregoing, neither the Board of Representatives nor any member of the Board of Representatives (each, a “Representative”) or hereafter possess under applicable law (any other than its obligations as Person shall be a “tax matters partnermanager” under Section 8.3 of this Agreement) as permitted under Section 17-403(c) the Company for purposes of the Act. The General Partner further agrees 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 take any matter in accordance with the interests and all directions of the Member or Members that designated and elected such Representative hereunder. Unless otherwise expressly provided herein, any action necessary and appropriate, to be taken or approved by the Board of Representatives must be taken or approved by a Majority Vote (as defined in the sole discretion Section 4.03(a)) of the Board of SupervisorsRepresentatives, to effect and any duly authorized actions by action so taken or approved will be the Board of Supervisors or any Officer, 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 Partnership Interest hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Board of 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 Supervisors or any member thereof to be a general partner of the Partnership or to have or be subject to the liabilities of a general partner of the Partnership. Except as provided in Section 8.3 of this Agreement relating to the General Partner’s duties as “tax matters partner” and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Board of Supervisors and, subject to the direction act of the Board of Supervisors, the 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 8.3 of this Agreement relating to its duties as “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 SupervisorsRepresentatives.

Management Generally. In order to To enable the Board of Supervisors 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 Supervisors 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 8.3 a general partner of this Agreement) as the Partnership to the fullest extent permitted under Section 17-403(c) of the Act. The General Partner further agrees to take any and all action necessary and appropriate, in the sole discretion direction of the Board of SupervisorsDirectors, to effect any duly authorized actions by the Board of Supervisors Directors or any Officerofficer 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 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 Supervisors 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 Supervisors Directors or any member thereof to be a general partner of the Partnership or to have or be subject to the any liabilities of a general partner of the PartnershipPartnership that may be applicable. Except as provided in Section 8.3 of this Agreement relating to the General Partner’s duties as “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 Supervisors Directors and, subject to the direction of the Board of SupervisorsDirectors, the OfficersPartnership’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 8.3 of this Agreement relating to its duties as “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 SupervisorsDirectors. 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, 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 Limited Partnership, the Statement of Series LLLP Qualification and, following the Effective Date, as directed, orally or in writing, by the Board, any similar type filing that may be required in connection with the Partnership’s status as a limited liability limited partnership with the State of Delaware or any other state.

Management Generally. In order to enable (i) the Series Board of Supervisors 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 Supervisors 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” Tax Matters Partner under Section 8.3 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 SupervisorsDirectors, to effect any duly authorized actions by the Partnership Board of Supervisors Directors or any Officerofficer 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 Assignees and each Person who may acquire an interest in a Partnership Interest Unit hereby approves, consents to, ratifies and confirms such delegation. The delegation by the General Partner to the Partnership Board of Supervisors 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 Supervisors 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 the any liabilities of a general partner of the PartnershipPartnership or any Series that may be applicable. Except as provided in Section 8.3 of this Agreement 9.4 relating to the duties of the General Partner as the Tax Matters Partner’s duties as “tax matters partner” , and except as otherwise provided in this Agreement, the management of the Partnership shall be vested exclusively in the Partnership Board of Supervisors Directors and, subject to the direction of the Partnership Board of SupervisorsDirectors, the Officersofficers of the Partnership, 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 8.3 of this Agreement 9.4 relating to its duties as “tax matters partner”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 SupervisorsDirectors (with respect to the Partnership) or the Series Board of Directors of the applicable Series (with respect to such Series). All actions outside 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, 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 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 Series Board, as applicable, for such officer to take such action on behalf of the Partnership or such Series or Subsidiary.

Management Generally. In order to enable the Board of Supervisors Directors to manage the business and affairs of the Partnership, the General Partner hereby irrevocably delegates to the Board of Supervisors 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” Tax Matters Partner under Section 8.3 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 SupervisorsDirectors, to effect any duly authorized actions by the Board of Supervisors Directors or any Officerofficer of the Company, 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 Supervisors 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 Supervisors Directors or any member thereof to be a general partner of the Partnership or to have or be subject to the any liabilities of a general partner of the PartnershipPartnership that may be applicable. Except as provided in Section 8.3 9.4 of this Agreement relating to the General Partner’s duties as “tax matters partner” 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 Supervisors Directors and, subject to the direction of the Board of SupervisorsDirectors, the OfficersCompany’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 8.3 9.4 of this Agreement relating to its duties as “tax matters partner”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 SupervisorsDirectors. 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 such 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 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.