Rights Powers and Duties of General Partners Clause Samples

Rights Powers and Duties of General Partners. SECTION 5.1 Management and Control of the Partnership A. Subject to the Consent of the Limited Partners where required by this Agreement, the General Partners, within the authority granted to them under this Agreement, shall have the exclusive right to manage the business of the Partnership and are hereby authorized to take any action of any kind and to do anything and everything they deem necessary in accordance with the provisions of this Agreement. B. Except as expressly provided herein, the authority of the General Partners to manage the business of the Partnership shall be exercised only by the Managing General Partner and, except as expressly provided herein, no General Partner other than the Managing General Partner shall have any control over Partnership business. C. No Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of his authority hereunder) shall participate in or have any control over the Partnership business or shall have any authority or right to act for or bind the Partnership. The Limited Partners hereby Consent to the exercise by the Individual General Partners and the Managing General Partner of the powers respectively conferred on them and it by this Agreement. D. As compensation for its overall supervisory services with respect to the Partnership, the Partnership shall pay to the Managing General Partner an incentive management fee as provided in Section 4.1(iii), Section 4.1(v) and Section 4.1(vi). E. All of the Partnership's expenses shall be billed directly to and paid by the Partnership. Reimbursements (other than for organization and offering expenses) to the General Partners or any Affiliates shall not be allowed, except for reimbursement of the actual cost to the General Partners or such Affiliates of goods and materials used for or by the Partnership and except as provided in this Section 5.1E. Expenses incurred by the General Partners or such Affiliates in connection with the administration of the Partnership, including, but not limited to, salaries, rent and such other items generally constituting General Partners' overhead, shall not be charged to the Partnership. Reimbursement of the actual costs to the General Partners and such Affiliates of travel expenses shall be limited as follows: the amount of such reimbursement plus the amount of Acquisition Fees paid to any party in connection with the acquisition of the Properties and the amounts dist...