Rights and Obligations of General Partner Clause Samples

Rights and Obligations of General Partner. 7.1 Responsibilities and Authority of the General Partner. (a) Subject in all cases to the express requirements of this Agreement regarding required approvals of and Notice to the Partners, the General Partner shall have full responsibility and complete discretion in the management, supervision and control of the day-to-day business and operations of the Partnership for the purposes herein stated, and shall make all decisions with respect thereto. The General Partner's obligations are subject to the availability of Partnership funds in sufficient amounts and on a timely basis to discharge its obligations to manage, supervise and control the day-to-day operations of the Partnership. The General Partner shall provide or arrange for such personnel as may be necessary to accomplish the operations and management of the Partnership in accordance with this Agreement. The General Partner shall act at all times in good faith and as a fiduciary for the benefit of the Partnership and in such manner as may be required to promote the best interests of the Partnership. (b) Subject to the express provisions of this Agreement, the General Partner shall have the authority to execute on behalf of the Partnership such agreements, contracts, instruments and other documents as it shall from time to time approve, such approval to be conclusively evidenced by its execution and delivery of any of the foregoing. The signature of the General Partner on all such agreements, contracts, instruments and documents shall be sufficient to bind the Partnership in respect thereof and conclusively evidence the authority of the General Partner with respect thereto, and no third person need look to the application of funds or authority to act or require joinder or consent of any other party. (c) Any Person dealing with the Partnership or the General Partner may rely on a certificate signed by the General Partner: (i) as to who are the Partners hereunder; (ii) as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by the General Partner or are in any other manner germane to the affairs of the Partnership; (iii) as to who is authorized to execute and deliver any instrument or document on behalf of the Partnership; (iv) as to the authenticity of any copy of this Agreement and amendments hereto; or (v) as to any act or failure to act by the Partnership or as to any other matter whatsoever involving the Partnership. Any Person relying upon this Sectio...