Common use of Partnership Powers Clause in Contracts

Partnership Powers. In furtherance of the purposes specified in Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting on behalf of the Partnership or on its own behalf and in its own name, as appropriate, shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or for the furtherance of the purposes of the Partnership including, without limitation, the power and authority: (a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other property or assets held by the Partnership, in accordance with and subject to the Investment Guidelines; (b) to establish, have, maintain or close one or more offices within or without the State of Delaware and in connection therewith to rent or acquire office space and to engage personnel; (c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, including, without limitation, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge Portfolio Investments, and to invest funds in Temporary Investments; (d) to bring, defend, settle and dispose of Proceedings at law or in equity or before any Governmental Authority; (e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees of the Partnership as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership; (f) to retain the Manager, as contemplated by Section 7.1, to render investment advisory and managerial services to the Partnership, PROVIDED that such retention shall not relieve the General Partner of any of its obligations hereunder; (g) to cause the Partnership to enter into and carry out the terms of the Subscription Agreements without any further act, approval or vote of any Partner (including, without limitation, any agreements to induce any Person to purchase a limited partnership interest); (h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or Transfer of Securities for the Partnership; (i) to enter into, deliver, perform and carry out contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise, to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition, holding or Transfer, or with the business of the Partnership as may be necessary, desirable or convenient to further the purposes of the Partnership; (j) to borrow money and to issue guarantees; and (k) to carry on any other activities necessary to, in connection with, or incidental to any of the foregoing or the Partnership's business.

Partnership Powers. In furtherance of the purposes specified in Section 1.3 and without limiting the generality of Section 2.1, the Partnership and the General Partner, acting on behalf of the Partnership or on its own behalf and in its own name, as appropriate, shall be empowered to do or cause to be done any and all acts deemed by the General Partner, in its sole judgment, to be necessary, advisable, appropriate, proper, convenient or incidental to or for the furtherance of the purposes of the Partnership including, without limitation, the power and authority: (a) to acquire, hold, manage, own and Transfer the Partnership's interests in Securities or any other investments made or other property or assets held by the Partnership, in accordance with and subject to the Investment Guidelines; (b) to establish, have, maintain or close one or more offices within or without the State of Delaware Cayman Islands and in connection therewith to rent or acquire office space and to engage personnel; (c) to open, maintain and close bank and brokerage (including, without limitation, margin) accounts, including, without limitation, to draw checks or other orders for the payment of moneys, to exchange U.S. dollars held by the Partnership into non-U.S. currencies and vice versa, to enter into currency forward and futures contracts and to hedge Portfolio Investments, and to invest funds in Temporary InvestmentsIn vestments; (d) to bring, defend, settle and dispose of Proceedings at law or in equity or before any Governmental Authority;; M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement (e) to retain and remove consultants, custodians, attorneys, placement agents, accountants, actuaries and such other agents and employees of the Partnership as it may deem necessary or advisable, and to authorize each such agent and employee to act for and on behalf of the Partnership; (f) to retain the Manager, as contemplated by Section 7.1, to render investment advisory and managerial services to the Partnership, PROVIDED that such retention shall not relieve the General Partner of any of its obligations hereunder; (g) to cause the Partnership to enter into and carry out the terms of the Subscription Agreements without any further act, approval or vote of any Partner (including, without limitation, any agreements to induce any Person to purchase a limited partnership interest); (h) to make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may, in the sole judgment of the General Partner, be necessary, appropriate, desirable or convenient for the acquisition, holding or Transfer of Securities for the Partnership; (i) to enter into, deliver, perform and carry out contracts and agreements of every kind necessary or incidental to the offer and sale of limited partner interests in the Partnership, to the acquisition, holding and Transfer of Securities, or otherwise, to the accomplishment of the Partnership's purposes, and to take or omit to take such other action in connection with such offer and sale, with such acquisition, holding or Transfer, or with the business of the Partnership as may be necessary, desirable or convenient to further the purposes of the Partnership; (j) to borrow money and to issue guarantees; and (k) to carry on any other activities necessary to, in connection with, or incidental to any of the foregoing or the Partnership's business.