Common use of Specific Purposes Clause in Contracts

Specific Purposes. Without limiting the generality of Section 2.1, but subject to the express restrictions contained in this Section 2.2, Section 7.4, and other applicable provisions of this Agreement, the Partnership may, as determined by the General Partner: (i) enter into, approve, consent to, perform, enforce, and carry out contracts of any kind necessary or desirable to, or in connection with, or incidental to, accomplishing the general purposes of the Partnership as set for in Section 2.1, including any contract or action required or desirable under any mortgage, pledge, or security document encumbering the Property and including any note, deed of trust, or loan agreement in connection therewith; (ii) acquire any property, real or personal, in fee or under lease appurtenant to the Property (which shall be deemed to be a part of the Property); (iii) own, operate, manage, develop, lease, and/or sell any of the Property; (iv) borrow money and issue evidence of indebtedness, and secure the same by mortgage, deed of trust, pledge, security agreement, other lien, or security interest, in furtherance of all of the permitted purposes of the Partnership; and (v) pursue entitlements for development and improvement of the Property and pursue conceptual land planning for the Property. The Partners agree that the initial purposes of the Partnership do not include the development or construction of horizontal or vertical improvements in, under, or on the Property or any parcel within the Property (each, a “Project”, and collectively, the “Projects”). Each Project, if any, will be subject to the approval of the Partners on terms and conditions as may be agreed to by the Partners in accordance with Section 7.4 including, without limitation, amendments to this Agreement and the Asset Management Agreement (as defined below) and execution of one or more Development Management Agreements (as defined below) and/or other necessary agreements as mutually determined by the Partners. With the consent of the Partners, the Partnership may sell, lease, or contribute the Property or parcels thereof to subsidiaries of the Partnership or other Persons that are Affiliates of all the Partners in connection with the Partnership’s or such subsidiaries’ or Affiliates’ development or redevelopment of such property or parcels and holding, improving, managing, operating, selling, and other activities with respect to such development or redevelopment, provided that no such sale, lease, or contribution shall result in the circumvention of the consent and approval rights of any Limited Partner as set forth herein without such Limited Partner’s prior written consent. Subject to the consent and other requirements in this Agreement, the Partners acknowledge that the Partnership may (i) sell parcels within the Property to Affiliates of one or both of the Partners or to third parties; (ii) contribute such parcels to the capital of affiliated development partnerships or limited liability companies in exchange for equity interests therein; and/or (iii) distribute such parcels to one or more of the Partners for further development, improvement, and sale by the Partners or Affiliates of the Partners.

Specific Purposes. Without limiting the generality of Section 2.1, but subject to the express restrictions contained in this Section 2.2, Section 7.4, and other applicable provisions of this Agreement, the Partnership may, as determined by the General Partner: (i) enter into, approve, consent to, perform, enforce, and carry out contracts of any kind necessary or desirable to, or in connection with, or incidental to, accomplishing the general purposes of the Partnership as set for in Section 2.1, including any contract or action required or desirable under any mortgage, pledge, or security document encumbering the Property and including any note, deed of trust, or loan agreement in connection therewith; (ii) acquire any property, real or personal, in fee or under lease appurtenant to the Property (which shall be deemed to be a part of the Property); (iii) own, operate, manage, develop, lease, and/or sell any of the Property; (iv) borrow money and issue evidence of indebtedness, and secure the same by mortgage, deed of trust, pledge, security agreement, other lien, or security interest, in furtherance of all of the permitted purposes of the Partnership; and (v) pursue finalize the entitlements for development and improvement of the Property and pursue conceptual land planning Property, construct the primary horizontal infrastructure improvements for the Property. The Partners agree that the initial purposes of the Partnership do not include the development or construction of horizontal or vertical improvements in, under, or on the Property or any parcel within the Property (eache.g., a “Project”road, and utilities, drainage) (collectively, the “ProjectsProject”). Each Project, if anyand manage, will be subject to operate, lease, and/or sell the approval of the Partners on terms and conditions as may be agreed to by the Partners in accordance with Section 7.4 including, without limitation, amendments to this Agreement and the Asset Management Agreement (as defined below) and execution of one Project or more Development Management Agreements (as defined below) and/or other necessary agreements as mutually determined by the Partnersparcels thereof. With the consent of the Partners, the Partnership may sell, lease, or contribute the Property or parcels thereof to subsidiaries of the Partnership or other Persons that are Affiliates of all the Partners in connection with the Partnership’s or such subsidiaries’ or Affiliates’ development or redevelopment of such property or parcels and holding, improving, managing, operating, selling, and other activities with respect to such development or redevelopment, provided that no such sale, lease, or contribution shall result in the circumvention of the consent and approval rights of any Limited Partner as set forth herein without such Limited Partner’s prior written consent. Subject to the consent and other requirements in this Agreement, the Partners acknowledge that the Partnership may (i) sell parcels within the Property Project to Affiliates of one or both of the Partners or to third parties; (ii) contribute such parcels to the capital of affiliated development partnerships or limited liability companies in exchange for equity interests therein; and/or (iii) distribute such parcels to one or more of the Partners for further development, improvement, and sale by the Partners or Affiliates of the Partners.]