Authority of Managing General Partner. The Managing General Partner is specifically authorized and empowered, on behalf of the Partnership, and by consent of the Investor Partners herein given, to do any act or execute any document or enter into any contract or any agreement of any nature necessary or desirable, in the opinion of the Managing General Partner, in pursuance of the purposes of the Partnership. Without limiting the generality of the foregoing, in addition to any and all other powers conferred upon the Managing General Partner pursuant to this Agreement and the Act, and except as otherwise prohibited by law or hereunder, the Managing General Partner shall have the power and authority to:
Authority of Managing General Partner. The Managing General Partner may bind the Partnership to do all acts that are necessary, appropriate, or incidental to the accomplishment of the purposes of the Partnership. Any person dealing with the Partnership or the Managing General Partner may rely on a certificate signed by the Managing General Partner as to the identity of any Partner, the existence or absence of any fact or condition that is necessary to permit action by either the Partnership or the Managing General Partner or germane in any other way to the affairs of the Partnership, and the persons who are authorized to execute and deliver any documents or instruments of or on behalf of the Partnership. Without limiting the generality of the foregoing, the Managing General Partner is specifically authorized to do the following:
Authority of Managing General Partner. All decisions and other matters concerning (i) the computation and allocation of specific items of income, gain, expense or loss among the Partners and (ii) accounting procedures to be employed by the Partnership shall be determined in good faith by the Managing General Partner, which determination shall be final and conclusive as to all Partners. In furtherance of the foregoing, the Managing General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of this Agreement to the extent necessary to (A) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (B) comply with the requirements of the Income Tax Act, (C) reflect the Partners’ interests in the Partnership or (D) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement. The Managing General Partner may make or revoke, but shall not be obligated to make or revoke, any tax election provided for under the Code, or any provision of state, local or non-U.S. tax law or under the Income Tax Act.
Authority of Managing General Partner. Except as otherwise specifically provided by this Agreement, all decisions and other matters concerning (i) the computation and allocation of specific items of income, gain, expense or loss among the Partners and (ii) accounting procedures to be employed by the Partnership shall be determined in good faith by the Managing General Partner, which determination shall be final and conclusive as to all Partners. In furtherance of the foregoing, the Managing General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of this Agreement to the extent necessary to (A) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder),
Authority of Managing General Partner. Except as restricted pursuant to Section 8(d), the management of the day-to-day Partnership business shall in every respect be the full and complete responsibility of the Managing General Partner, who shall have all rights, powers and authorities permitted by the laws of the State of Maryland and this Agreement. The Managing General Partner, shall have full and complete power and authority to take such action for and on behalf of the Partnership as it may deem necessary or appropriate in connection with the acquisition, development, construction, sale, leasing or operation of any Partnership Asset, including, without limitation, full and complete power and authority: (i) to lease a Partnership asset upon such terms and conditions as the Managing General Partner, in its sole discretion, deems necessary or appropriate; (ii) to borrow money for and on behalf of the Partnership upon such terms and conditions as the Managing General Partner, in its sole discretion, deems necessary or appropriate; (iii) to convey, mortgage, pledge or hypothecate for and on behalf of the Partnership all or any part of the Partnership Assets to secure any loans to the Partnership; and (iv) to execute and to deliver for and on behalf of the Partnership any promissory notes, deeds of trust, deeds to secure debt, security agreements, financing statements, assignments of leases or other instruments required in connection with any such loans, conveyances, mortgages, pledges or hypothecations of all or any part of the Partnership's assets. The Managing General Partner shall devote to the management of the business of the Partnership so much of its time as is necessary for the efficient and effective operation of the Partnership. The Managing General Partner shall not be liable or accountable, in damages or otherwise, to the Partnership or to any other Partner for any error of judgment or for any mistakes of fact or law or for anything which it may have done or refrained from doing, or which it may do or refrain from doing hereafter, in connection with the business and affairs of the Partnership except in the case of willful misconduct or gross negligence.
Authority of Managing General Partner. Except as otherwise specifically provided by this Agreement, all decisions and other matters concerning (i) the computation and allocation of specific items of income, gain, expense or loss among the Partners and (ii) accounting procedures to be employed by the Partnership shall be determined in good faith by the Managing General Partner, which determination shall be final and conclusive as to all Partners. In furtherance of the foregoing, the Managing General Partner may adjust allocations of items that would otherwise be made pursuant to the terms of this Agreement to the extent necessary to (A) comply with the requirements of the Code and Treasury Regulations (including the requirements of Section 704(b) and Section 704(c) of the Code and the Treasury Regulations promulgated thereunder), (B) comply with the requirements of the Income Tax Act, (C) reflect the Partners’ interests in the Partnership or (D) consistently reflect the distributions made by the Partnership to the Partners pursuant to the terms of this Agreement. The Managing General Partner may make or revoke, but shall not be obligated to make or revoke, any tax election provided for under the Code, or any provision of state, local or non-U.S. tax Law or under the Income Tax Act.
Authority of Managing General Partner. Any authorized officer of the Managing General Partner shall have full power and authority to execute all documents and take all other actions as may be taken by the Managing General Partner and thereby bind the Partnership with respect thereto. The duly adopted corporate resolution of the Managing General Partner reciting that it has authority to undertake any action shall be conclusive evidence of the authority of the Managing General Partner or any officer or director of the Managing General Partner and, when delivered to any third party, any such third party shall be entitled to rely upon such resolution or statement and shall not be required to inquire further as to any of the facts contained in such resolution or statement, said facts being deemed to be true insofar as such third party is concerned. After delivering such resolution or statement, the Managing General Partner, by signature of its duly authorized officer, may sign any instrument and bind the Partnership, and the Partnership property just as though all of the Partners had also signed.
Authority of Managing General Partner. (a) The Managing General Partner shall have the sole and exclusive authority to manage and implement the operations and affairs of the Partnership and to make all decisions regarding the Partnership and its business, provided, however, that the Managing General Partner shall not have the authority to make any Major Decisions without the prior written consent of Utah.
Authority of Managing General Partner. The Managing General Partner is specifically authorized and empowered, on behalf of the Partnership, and by consent of the Investor Partners herein given, to do any act or execute any document or enter into any contract or any agreement of any nature necessary or desirable, in the opinion of the Managing General Partner, in pursuance of the purposes of the Partnership. Without limiting the generality of the foregoing, in addition to any and all other powers conferred upon the Managing General Partner pursuant to this Agreement and Texas Limited Partnership Law, and except as otherwise prohibited by law or hereunder, the Managing General Partner shall have the power and authority to:
Authority of Managing General Partner. The Managing General Partner is authorized:
