Management Powers. Subject to the terms hereof, including but not limited to Section 3.05, the Individual General Partners shall have full, exclusive, and complete discretion in the management and control of the affairs of the Partnership, shall make all decisions affecting Partnership affairs and shall provide overall guidance and supervision with respect to the operations of the Partnership, shall perform the same functions and have the same duties and responsibilities imposed on the directors of business development companies by the 1940 Act, and shall monitor the activities of Persons in which the Partnership has invested. The Independent General Partners shall have all of the responsibilities, obligations, and fiduciary duties imposed by the 1940 Act upon disinterested directors of a business development company in corporate form. Except as otherwise expressly provided in this Agreement, the Individual General Partners are hereby granted the right, power, and authority to direct the Managing General Partners to do on behalf of the Partnership all things which, in their sole judgment, are necessary or appropriate to manage the Partnership's affairs and fulfill the purposes of the Partnership, including, by way of illustration and not by way of limitation, the power and authority from time to time to direct the Managing General Partners to do the following: (a) subject to Section 3.13, invest the funds of the Partnership in such investments as are consistent with the Partnership's purpose, provided that such investments do not cause the Partnership to fail to comply with Section 55 of the 1940 Act; (b) incur all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts, and obligations of the Partnership; (d) employ and dismiss from employment such agents, employees, managers, accountants, attorneys, consultants, and other Persons necessary or appropriate to carry out the business and affairs of the Partnership, whether or not any such Persons so employed are Affiliates of any General Partner, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services, subject to the restrictions set forth in Section 3.10; (e) subject to the indemnification provisions in this Agreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action, or claim, including tax audits, either in favor of or against the Partnership; (f) enter into any sales, agency, or dealer agreements, and escrow agreements, with respect to the sale of Units to Limited Partners and provide for the distribution of such Units by the Partnership through one or more broker- dealers (which may be Affiliates of the General Partners) or otherwise; (g) borrow money and issue multiple classes of senior indebtedness or a single class of limited partner interests senior to the Units to the extent permitted by the 1940 Act (but not in an aggregate amount in excess of 5% of Limited Partner Capital Contributions) and repay, in whole or in part, any such borrowings or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Units; and in connection with such loans or senior securities to mortgage, pledge, assign, or otherwise encumber any or all properties or assets owned by the Partnership, including any income therefrom, to secure such borrowings or provide repayment thereof. The Individual General Partners may direct the Managing General Partners, on behalf of the Partnership, to approve Portfolio Company borrowings in any amount it deems appropriate or to cause the Partnership to guarantee Portfolio Company borrowings so long as the aggregate guarantees outstanding at any time do not exceed $3,000,000; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions, or money market funds; (i) make temporary investments of Partnership capital in Short-term Investments pending final disposition or cash distributions to the Partners; (j) to the extent permitted by the 1940 Act, invest up to 10% of the Partnership's aggregate Capital Contributions in unaffiliated venture capital funds; (k) to the extent permitted by the 1940 Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Company Act of 1958, as amended; (l) establish valuation principles and periodically apply such principles to the Partnership's venture capital investment portfolio; (m) establish and maintain a profit-sharing plan for the Individual General Partners to the extent permitted by the 1940 Act but only if payments made under the plan serve to reduce payments otherwise payable to the Managing General Partners; (n) to the extent permitted by the 1940 Act, designate and appoint one or more agents for the Partnership who shall have such authority as may be conferred upon them by the Managing General Partners and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Managing General Partners hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Partnership; (o) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks, and service marks, and any applications with respect thereto, that may be held by the Partnership; (p) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes, or other proprietary information and to prosecute and defend all rights of the Partnership in connection therewith; (q) subject to the other provisions of this Agreement, to enter into, make, and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 3.04, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Partner or with any other Person, firm, or corporation having any business, financial, or other relationship with any Partner or Partners, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the 1940 Act and (ii) shall be on terms no less favorable to the Partnership than are generally afforded to unrelated third parties in comparable transactions; (r) purchase, rent, or lease equipment for Partnership purposes; (s) purchase and maintain, at the Partnership's expense, liability and other insurance to protect the Partnership's assets from third party claims; provided that, in its judgment, such insurance is available and reasonably priced; and cause the Partnership to purchase or bear the cost of any insurance covering the potential liabilities of the Partners, or employees or partners of the Partnership or General Partners as well as the potential liabilities of any Person serving at the request of the Managing General Partners as a director of a Portfolio Company; provided, however, that the Managing General Partners, shall be required to bear, out of their separate assets, the portion of the premiums for any such insurance coverages beyond those for matters against which the Partnership is permitted to indemnify the General Partners under Article 10; (t) cause to be paid any and all taxes, charges, and assessments that may be levied, assessed, or imposed upon any of the assets of the Partnership, unless the same are contested by the Individual General Partners; (u) make any election on behalf of the Partnership that is or may be permitted under the IRC and supervise the preparation and filing of all tax and information returns that the Partnership may be required to file; (v) take any action that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged; and (w) perform all normal business functions, and otherwise operate and manage the business and affairs of the Partnership, in accordance with and as limited by this Agreement.
Appears in 1 contract
Sources: Limited Partnership Agreement (Technology Funding Venture Partners V)
Management Powers. Subject to the terms hereof, including but not limited to Section 3.05Approval rights of the Partners under this Agreement, the Individual Partnership shall be managed by the Managing General Partners shall have full, exclusivePartner, and complete discretion no Limited Partner shall take part in the management and control of the affairs Partnership's business. The Managing General Partner of the Partnership shall be Highridge GP unless and until replaced by a Co-General Partner as provided in Section 7.9.5 (thereafter, such Co-General Partner shall be the Managing General Partner). Except as otherwise provided in this Agreement (including the right of the ▇▇▇▇-▇▇▇▇ Limited Partner to Approve Major Decisions under Section 5.1.5 and certain other Approvals granted to the ▇▇▇▇-▇▇▇▇ Limited Partner under this Agreement), the Managing General Partner shall be responsible for supervising and undertaking the business of the Partnership, implementing the supervision procedures set forth on Exhibit J for employees of the Highridge Partners and Affiliates of the Highridge Partners who are performing work relating to the Partnership and the Properties, and shall make all decisions affecting the day-to-day operations of the Partnership affairs and the Investments and the Properties. Except to the extent the Approval of the Partners, or the Approval of the General Partners, or the Approval of a ▇▇▇▇-▇▇▇▇ Partner is expressly required under this Agreement, no consent or Approval of any Limited Partner or Co-General Partner shall provide overall guidance be required with respect to any action or decision of the Managing General Partner regarding Partnership or Investment Entity matters. Whenever the Approval of the Partners is required, the Partners shall act through their Authorized Representatives as provided in Section 1.12. No Partner shall receive any compensation for serving as a General Partner or as the Managing General Partner. Each Partner shall cause each of its Authorized Representatives to devote as much time as is reasonably necessary to fulfill such Partner's obligations under this Agreement. The Managing General Partner, at Partnership expense, shall be responsible for obtaining and supervision providing the Partners (within a reasonable time after request therefor has been made by any Partner) with any information that the Managing General Partner reasonably deems appropriate (or that the ▇▇▇▇-▇▇▇▇ Partners have requested) with respect to the operations of the Partnership, shall perform Investment Entities, Investments and Properties, conducting due diligence concerning proposed Investments and Properties, negotiating the same functions and have the same duties and responsibilities imposed on the directors of business development companies by the 1940 Act, and shall monitor the activities of Persons in which the Partnership has invested. The Independent General Partners shall have all of the responsibilities, obligations, and fiduciary duties imposed by the 1940 Act upon disinterested directors of a business development company in corporate form. Except as otherwise expressly provided in this Agreement, the Individual General Partners are hereby granted the right, power, and authority to direct the Managing General Partners to do purchase on behalf of the Partnership of any Investments or Properties that are Approved by the Partners for acquisition, and supervising and implementing the acquisition, financing, development, stabilization and marketing programs that have been Approved by the Partners, all things whichpursuant to the supervision procedures set forth on Exhibit J. The Partners hereby Approve the acquisition and development of the Lava Ridge Land pursuant to the Approved Development Plan with respect thereto that is described on Exhibit C, and each Partner shall use its reasonable efforts to cause the Partnership and/or an Investment Entity to obtain construction financing on such Property as soon as possible after the execution and delivery of this Agreement as necessary to implement such Approved Development Plan (any Partner may propose such financing to the other Partners for their Approval). At Partnership expense, the Highridge Partners shall provide to the ▇▇▇▇-▇▇▇▇ Partners any information in the possession of the Highridge Partners or their Affiliates concerning the Lava Ridge Land or any other Property within a reasonable time after written request therefor is received from the ▇▇▇▇-▇▇▇▇ Limited Partner. Each General Partner, in their sole judgmentextension and not in limitation of the powers given to it by law or this Agreement, are necessary or appropriate to manage shall have full power and shall have the obligation, without the necessity of obtaining the Approval of any other Partner (except as otherwise set forth in this Agreement), and at the expense of the Partnership's affairs , to take all actions required to conduct the day-to-day operations of the Partnership and, subject to the availability of Partnership funds and fulfill the funding limitations of Section 5.1.3.5, implement the Major Decisions and other decisions that have been Approved by the Partners and pay expenses of the Partnership to the extent the Approval of the other Partners with respect thereto is not required under this Agreement. The Managing General Partner shall not have the power to implement any Major Decision unless such Major Decision has been Approved by the Partners, as set forth in Section 5.1.6.2 hereof. The Managing General Partner shall negotiate all documents with respect to Investment and Property transactions that are Approved by the Partners (or are permitted to be entered into without such Approval as provided in this Agreement), including contracts with surveyors, architects, governmental authorities and others concerning entitlements, easements, surveying, landscaping, insuring, zoning, construction, grading, improvements, and the like, all leases of space in the Properties on behalf of any Investment Entity, offers and terms of sale of the Partnership and Investment Entity assets, and contracts for necessary goods or services or borrowings regarding the Investments and Properties; all to the extent Approved by the Partners from time to time to the extent such Approval is required pursuant to this Agreement. The execution by any General Partner of any document shall be sufficient to bind and shall be binding upon the Partnership for all purposes, and third parties shall be entitled to rely on the authority of the Managing General Partner to take any action on behalf of the Partnership. Notwithstanding the foregoing, (i) the Managing General Partner shall not take any action requiring Approval of the Partners, or the Approval of the General Partners, or the Approval of a ▇▇▇▇-▇▇▇▇ Partner under this Agreement unless the provisions of this Agreement concerning such Approval have been satisfied, and (ii) except as otherwise provided in Section 5.9, no Co-General Partner shall exercise any authority with respect to the matters with respect to which authority and responsibility has been given to the Managing General Partner hereunder unless and until (a) the Managing General Partner has become a Terminated Partner or a Removal Default has occurred with respect to the Managing General Partner (thereafter, the ▇▇▇▇-▇▇▇▇ Limited Partner may cause any Co-General Partner appointed by it to become the Managing General Partner and to assume such authority and responsibility as provided in Section 7.9), or (b) a Performance Default has occurred with respect to the Managing General Partner concerning an Investment or Property (thereafter, the ▇▇▇▇-▇▇▇▇ Limited Partner shall have the rights described in Section 5.10(ii) and Section 7.9.5 with respect to such Property). The Managing General Partner (or a Co-Managing General Partner that has become the Managing General Partner under Section 7.9) shall use its reasonable efforts to comply with all provisions of this Agreement, and, at Partnership expense, to cause the Partnership to comply with all applicable laws and regulations. The cost of preparing any Investment Entity Agreement shall be a Partnership expense.
4.1 are hereby authorized:
5.1.1.1 Subject to the Approved Budget limitations of Article 5, to pursue any rights of the Partnership (and cause each Investment Entity to pursue any rights of such Investment Entity) with respect to each Investment and Property pursuant to any agreement to which it (or such Investment Entity) is a party, and to own and operate any Investment or any other asset acquired by the Partnership pursuant to the provisions of this Agreement, including taking the actions described in Section 1.5;
5.1.1.2 To own the Investments (including Partnership Interests) for investment purposes and to finance, sell, convey, assign, transfer (including by contribution to a real estate investment trust or to a partnership, limited liability company or any other Entity in which a real estate investment trust is a partner, member or owner of equity ownership interests (collectively, a "REIT")) or mortgage the Investments (including the Partnership Interests), any other asset of the Partnership or any of them, as well as any personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, includingall on terms as shall be Approved by the Partners;
5.1.1.3 To acquire by purchase or lease, by way any real or personal property that may be necessary, convenient or incidental to other the accomplishment of illustration the purposes of the Partnership, including Investments and not by way of limitationinterests in Investment Entities, the power and authority from time to time to direct the Managing General Partners cause Investment Entities to do the following: (a) subject to Section 3.13so;
5.1.1.4 To operate, invest the funds of maintain, improve, develop and lease any assets acquired by the Partnership in such investments as are consistent (and to cause Investment Entities to do so with the Partnership's purpose, provided that such investments do not respect to assets acquired by them);
5.1.1.5 To cause the Partnership to fail to comply with Section 55 of the 1940 Act; (b) incur take any and all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts, and obligations of the Partnership; (d) employ and dismiss from employment such agents, employees, managers, accountants, attorneys, consultants, and other Persons actions necessary convenient or appropriate to carry out the business and affairs of the Partnership, whether as a general partner or not any such Persons so employed are Affiliates limited partner of any General Partner, and to pay such compensation to such Persons partnership or as is competitive with the compensation paid to unaffiliated Persons a member and/or manager of any limited liability company in the area for similar services, subject to the restrictions set forth in Section 3.10; (e) subject to the indemnification provisions in this Agreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action, or claim, including tax audits, either in favor of or against the Partnership; (f) enter into any sales, agency, or dealer agreements, and escrow agreements, with respect to the sale of Units to Limited Partners and provide for the distribution of such Units by which the Partnership through one has an interest and exercise all rights or more broker- dealers (which may be Affiliates of the General Partners) or otherwise; (g) borrow money powers relating thereto and issue multiple classes of senior indebtedness or a single class of limited partner interests senior to the Units to the extent permitted by the 1940 Act (but not in an aggregate amount in excess of 5% of Limited Partner Capital Contributions) and repay, in whole or in part, any such borrowings or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Units; and in connection with such loans or senior securities to mortgage, pledge, assign, or otherwise encumber any or all properties or assets owned by the Partnership, including any income therefrom, to secure such borrowings or provide repayment thereof. The Individual General Partners may direct the Managing General Partners, execute appropriate documents on behalf of the Partnership, to approve Portfolio Company borrowings in any amount it deems appropriate or to cause the Partnership to guarantee Portfolio Company borrowings so long as the aggregate guarantees outstanding at any time do not exceed $3,000,000; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions, or money market funds; (i) make temporary investments of Partnership capital in Short-term Investments pending final disposition or cash distributions to the Partners; (j) to the extent permitted by the 1940 Act, invest up to 10% of the Partnership's aggregate Capital Contributions in unaffiliated venture capital funds; (k) to the extent permitted by the 1940 Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Company Act of 1958, as amended; (l) establish valuation principles and periodically apply such principles to the Partnership's venture capital investment portfolio; (m) establish and maintain a profit-sharing plan for the Individual General Partners to the extent permitted by the 1940 Act but only if payments made under the plan serve to reduce payments otherwise payable to the Managing General Partners; (n) to the extent permitted by the 1940 Act, designate and appoint one or more agents for the Partnership who shall have such authority as may be conferred upon them by the Managing General Partners and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Managing General Partners hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Partnership; (o) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks, and service marks, and any applications with respect thereto, that may be held by the Partnership; (p) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes, or other proprietary information and to prosecute and defend all rights of the Partnership in connection therewith; ;
5.1.1.6 To borrow money on behalf of itself or cause Investment Entities to do so (qwhether secured or unsecured) subject and issue evidences of indebtedness in furtherance of any or all of the purposes of the Partnership or any Investment Entity, and to secure the same by mortgage, deed of trust, pledge or other provisions lien on any assets of this Agreement, the Partnership or any Investment Entity;
5.1.1.7 To borrow money on the general credit of the Partnership or any Investment Entity (and to cause Investment Entities to do so) for use in the Partnership or any Investment Entity business;
5.1.1.8 To enter into, make, perform and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 3.04, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Partner or with any other Person, firm, or corporation having any business, financial, or other relationship with any Partner or Partners, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the 1940 Act and (ii) shall be on terms no less favorable to the Partnership than are generally afforded to unrelated third parties in comparable transactions; (r) purchase, rent, or lease equipment for Partnership purposes; (s) purchase and maintain, at the Partnership's expense, liability and other insurance to protect the Partnership's assets from third party claims; provided that, in its judgment, such insurance is available and reasonably priced; and cause the Partnership to purchase or bear the cost carry out contracts of any insurance covering the potential liabilities kind, including contracts with Affiliates of any of the Partners, necessary to, in connection with or employees or partners incidental to the accomplishment of the purposes of the Partnership or General Partners as well as the potential liabilities of any Person serving at the request of the Managing General Partners as a director of a Portfolio Company; provided, however, that the Managing General Partners, shall be required to bear, out of their separate assets, the portion of the premiums for any such insurance coverages beyond those for matters against which the Partnership is permitted to indemnify the General Partners under Article 10; (t) cause to be paid any and all taxes, charges, and assessments that may be levied, assessed, or imposed upon any of the assets of the Partnership, unless the same are contested by the Individual General Partners; (u) make any election on behalf of the Partnership that is or may be permitted under the IRC and supervise the preparation and filing of all tax and information returns that the Partnership may be required to file; (v) take any action that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged; and (w) perform all normal business functions, and otherwise operate and manage the business and affairs of the Partnership, in accordance with and as limited by this Agreement.Investment Entity;
Appears in 1 contract
Management Powers. Subject to the terms hereof, including but not limited to Section 3.05Approval rights of the Partners under this Agreement, the Individual Partnership shall be managed by the Managing General Partners shall have full, exclusivePartner, and complete discretion no Limited Partner shall take part in the management and control of the affairs Partnership's business. The Managing General Partner of the Partnership shall be Highridge GP unless and until replaced by a Co-General Partner as provided in Section 7.9.5 (thereafter, such Co-General Partner shall be the Managing General Partner). Except as otherwise provided in this Agreement (including the right of the ▇▇▇▇-▇▇▇▇ Limited Partner to Approve Major Decisions under Section 5.1.5 and certain other Approvals granted to the ▇▇▇▇-▇▇▇▇ Limited Partner under this Agreement), the Managing General Partner shall be responsible for supervising and undertaking the business of the Partnership, implementing the supervision procedures set forth on Exhibit J for employees of the Highridge Partners and Affiliates of the Highridge Partners who are performing work relating to the Partnership and the Properties, and shall make all decisions affecting the day-to-day operations of the Partnership affairs and the Investments and the Properties. Except to the extent the Approval of the Partners, or the Approval of the General Partners, or the Approval of a ▇▇▇▇-▇▇▇▇ Partner is expressly required under this Agreement, no consent or Approval of any Limited Partner or Co-General Partner shall provide overall guidance be required with respect to any action or decision of the Managing General Partner regarding Partnership or Investment Entity matters. Whenever the Approval of the Partners is required, the Partners shall act through their Authorized Representatives as provided in Section 1.12. No Partner shall receive any compensation for serving as a General Partner or as the Managing General Partner. Each Partner shall cause each of its Authorized Representatives to devote as much time as is reasonably necessary to fulfill such Partner's obligations under this Agreement. The Managing General Partner, at Partnership expense, shall be responsible for obtaining and supervision providing the Partners (within a reasonable time after request therefor has been made by any Partner) with any information that the Managing General Partner reasonably deems appropriate (or that the ▇▇▇▇-▇▇▇▇ Partners have requested) with respect to the operations of the Partnership, shall perform Investment Entities, Investments and Properties, conducting due diligence concerning proposed Investments and Properties, negotiating the same functions and have the same duties and responsibilities imposed on the directors of business development companies by the 1940 Act, and shall monitor the activities of Persons in which the Partnership has invested. The Independent General Partners shall have all of the responsibilities, obligations, and fiduciary duties imposed by the 1940 Act upon disinterested directors of a business development company in corporate form. Except as otherwise expressly provided in this Agreement, the Individual General Partners are hereby granted the right, power, and authority to direct the Managing General Partners to do purchase on behalf of the Partnership of any Investments or Properties that are Approved by the Partners for acquisition, and supervising and implementing the acquisition, financing, development, stabilization and marketing programs that have been Approved by the Partners, all things whichpursuant to the supervision procedures set forth on Exhibit J. The Partners hereby Approve the acquisition and development of the El Segundo Land and the Summit Ridge Land pursuant to the Approved Development Plans with respect thereto that are described on Exhibit C, and each Partner shall use its reasonable efforts to cause the Partnership and/or the Investment Entities to obtain construction financing on each of such Properties as soon as possible after the execution and delivery of this Agreement as necessary to implement such Approved Development Plans (any Partner may propose such financing to the other Partners for their Approval). The due diligence documents provided to the ▇▇▇▇-▇▇▇▇ Partners and their Affiliates prior to the execution and delivery of this Agreement with respect to the El Segundo Land are listed on Exhibit K. At Partnership expense, the Highridge Partners shall provide to the ▇▇▇▇-▇▇▇▇ Partners any additional information in the possession of the Highridge Partners or their Affiliates concerning the El Segundo land within a reasonable time after written request therefor is received from the ▇▇▇▇-▇▇▇▇ Limited Partner. Each General Partner, in their sole judgmentextension and not in limitation of the powers given to it by law or this Agreement, are necessary or appropriate to manage shall have full power and shall have the obligation, without the necessity of obtaining the Approval of any other Partner (except as otherwise set forth in this Agreement), and at the expense of the Partnership's affairs , to take all actions required to conduct the day-to-day operations of the Partnership and, subject to the availability of Partnership funds and fulfill the funding limitations of Section 5.1.3.5, implement the Major Decisions and other decisions that have been Approved by the Partners and pay expenses of the Partnership to the extent the Approval of the other Partners with respect thereto is not required under this Agreement. The Managing General Partner shall not have the power to implement any Major Decision unless such Major Decision has been Approved by the Partners, as set forth in Section 5.1.6.2 hereof. The Managing General Partner shall negotiate all documents with respect to Investment and Property transactions that are Approved by the Partners (or are permitted to be entered into without such Approval as provided in this Agreement), including contracts with surveyors, architects, governmental authorities and others concerning entitlements, easements, surveying, landscaping, insuring, zoning, construction, grading, improvements, and the like, all leases of space in the Properties on behalf of any Investment Entity, offers and terms of sale of the Partnership and Investment Entity assets, and contracts for necessary goods or services or borrowings regarding the Investments and Properties; all to the extent Approved by the Partners from time to time to the extent such Approval is required pursuant to this Agreement. The execution by any General Partner of any document shall be sufficient to bind and shall be binding upon the Partnership for all purposes, and third parties shall be entitled to rely on the authority of the Managing General Partner to take any action on behalf of the Partnership. Notwithstanding the foregoing, (i) the Managing General Partner shall not take any action requiring Approval of the Partners, or the Approval of the General Partners, or the Approval of a ▇▇▇▇-▇▇▇▇ Partner under this Agreement unless the provisions of this Agreement concerning such Approval have been satisfied, and (ii) except as otherwise provided in Section 5.9, no Co-General Partner shall exercise any authority with respect to the matters with respect to which authority and responsibility has been given to the Managing General Partner hereunder unless and until (a) the Managing General Partner has become a Terminated Partner or a Removal Default has occurred with respect to the Managing General Partner (thereafter, the ▇▇▇▇-▇▇▇▇ Limited Partner may cause any Co-General Partner appointed by it to become the Managing General Partner and to assume such authority and responsibility as provided in Section 7.9), or (b) a Performance Default has occurred with respect to the Managing General Partner concerning an Investment or Property (thereafter, the ▇▇▇▇-▇▇▇▇ Limited Partner shall have the rights described in Section 5.10(ii) and Section 7.9.5 with respect to such Property). The Managing General Partner (or a Co-Managing General Partner that has become the Managing General Partner under Section 7.9) shall use its reasonable efforts to comply with all provisions of this Agreement, and, at Partnership expense, to cause the Partnership to comply with all applicable laws and regulations. The cost of preparing any Investment Entity Agreement shall be a Partnership expense.
4.1 are hereby authorized:
5.1.1.1 Subject to the Approved Budget limitations of Article 5, to pursue any rights of the Partnership (and cause each Investment Entity to pursue any rights of such Investment Entity) with respect to each Investment and Property pursuant to any agreement to which it (or such Investment Entity) is a party, and to own and operate any Investment or any other asset acquired by the Partnership pursuant to the provisions of this Agreement, including taking the actions described in Section 1.5;
5.1.1.2 To own the Investments (including Partnership Interests) for investment purposes and to finance, sell, convey, assign, transfer (including by contribution to a real estate investment trust or to a partnership, limited liability Partnership or any other Entity in which a real estate investment trust is a partner, member or owner of equity ownership interests (collectively, a "REIT")) or mortgage the Investments (including the Partnership Interests), any other asset of the Partnership or any of them, as well as any personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, includingall on terms as shall be Approved by the Partners;
5.1.1.3 To acquire by purchase or lease, by way any real or personal property that may be necessary, convenient or incidental to other the accomplishment of illustration the purposes of the Partnership, including Investments and not by way of limitationinterests in Investment Entities, the power and authority from time to time to direct the Managing General Partners cause Investment Entities to do the following: (a) subject to Section 3.13so;
5.1.1.4 To operate, invest the funds of maintain, improve, develop and lease any assets acquired by the Partnership in such investments as are consistent (and to cause Investment Entities to do so with the Partnership's purpose, provided that such investments do not respect to assets acquired by them);
5.1.1.5 To cause the Partnership to fail to comply with Section 55 of the 1940 Act; (b) incur take any and all expenses permitted by this Agreement; (c) to the extent that funds are available, cause to be paid all expenses, debts, and obligations of the Partnership; (d) employ and dismiss from employment such agents, employees, managers, accountants, attorneys, consultants, and other Persons actions necessary convenient or appropriate to carry out the business and affairs of the Partnership, whether as a general partner or not any such Persons so employed are Affiliates limited partner of any General Partner, and to pay such compensation to such Persons partnership or as is competitive with the compensation paid to unaffiliated Persons a member and/or manager of any limited liability company in the area for similar services, subject to the restrictions set forth in Section 3.10; (e) subject to the indemnification provisions in this Agreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action, or claim, including tax audits, either in favor of or against the Partnership; (f) enter into any sales, agency, or dealer agreements, and escrow agreements, with respect to the sale of Units to Limited Partners and provide for the distribution of such Units by which the Partnership through one has an interest and exercise all rights or more broker- dealers (which may be Affiliates of the General Partners) or otherwise; (g) borrow money powers relating thereto and issue multiple classes of senior indebtedness or a single class of limited partner interests senior to the Units to the extent permitted by the 1940 Act (but not in an aggregate amount in excess of 5% of Limited Partner Capital Contributions) and repay, in whole or in part, any such borrowings or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Units; and in connection with such loans or senior securities to mortgage, pledge, assign, or otherwise encumber any or all properties or assets owned by the Partnership, including any income therefrom, to secure such borrowings or provide repayment thereof. The Individual General Partners may direct the Managing General Partners, execute appropriate documents on behalf of the Partnership, to approve Portfolio Company borrowings in any amount it deems appropriate or to cause the Partnership to guarantee Portfolio Company borrowings so long as the aggregate guarantees outstanding at any time do not exceed $3,000,000; (h) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions, or money market funds; (i) make temporary investments of Partnership capital in Short-term Investments pending final disposition or cash distributions to the Partners; (j) to the extent permitted by the 1940 Act, invest up to 10% of the Partnership's aggregate Capital Contributions in unaffiliated venture capital funds; (k) to the extent permitted by the 1940 Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Company Act of 1958, as amended; (l) establish valuation principles and periodically apply such principles to the Partnership's venture capital investment portfolio; (m) establish and maintain a profit-sharing plan for the Individual General Partners to the extent permitted by the 1940 Act but only if payments made under the plan serve to reduce payments otherwise payable to the Managing General Partners; (n) to the extent permitted by the 1940 Act, designate and appoint one or more agents for the Partnership who shall have such authority as may be conferred upon them by the Managing General Partners and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Managing General Partners hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Partnership; (o) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patents, patent rights, copyrights, trade names, trademarks, and service marks, and any applications with respect thereto, that may be held by the Partnership; (p) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secrets, secret processes, or other proprietary information and to prosecute and defend all rights of the Partnership in connection therewith; ;
5.1.1.6 To borrow money on behalf of itself or cause Investment Entities to do so (qwhether secured or unsecured) subject and issue evidences of indebtedness in furtherance of any or all of the purposes of the Partnership or any Investment Entity, and to secure the same by mortgage, deed of trust, pledge or other provisions lien on any assets of this Agreement, the Partnership or any Investment Entity;
5.1.1.7 To borrow money on the general credit of the Partnership or any Investment Entity (and to cause Investment Entities to do so) for use in the Partnership or any Investment Entity business;
5.1.1.8 To enter into, make, perform and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 3.04, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Partner or with any other Person, firm, or corporation having any business, financial, or other relationship with any Partner or Partners, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the 1940 Act and (ii) shall be on terms no less favorable to the Partnership than are generally afforded to unrelated third parties in comparable transactions; (r) purchase, rent, or lease equipment for Partnership purposes; (s) purchase and maintain, at the Partnership's expense, liability and other insurance to protect the Partnership's assets from third party claims; provided that, in its judgment, such insurance is available and reasonably priced; and cause the Partnership to purchase or bear the cost carry out contracts of any insurance covering the potential liabilities kind, including contracts with Affiliates of any of the Partners, necessary to, in connection with or employees or partners incidental to the accomplishment of the purposes of the Partnership or General Partners as well as the potential liabilities of any Person serving at the request of the Managing General Partners as a director of a Portfolio Company; provided, however, that the Managing General Partners, shall be required to bear, out of their separate assets, the portion of the premiums for any such insurance coverages beyond those for matters against which the Partnership is permitted to indemnify the General Partners under Article 10; (t) cause to be paid any and all taxes, charges, and assessments that may be levied, assessed, or imposed upon any of the assets of the Partnership, unless the same are contested by the Individual General Partners; (u) make any election on behalf of the Partnership that is or may be permitted under the IRC and supervise the preparation and filing of all tax and information returns that the Partnership may be required to file; (v) take any action that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged; and (w) perform all normal business functions, and otherwise operate and manage the business and affairs of the Partnership, in accordance with and as limited by this Agreement.Investment Entity;
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Sources: Limited Partnership Agreement (Mack Cali Realty L P)