Partnership funds for professional services and costs associated
therewith.
The Limited Partner agrees to cooperate with the General Partner and
to do or refrain from doing any and all things reasonably required by the
General Partner to conduct such proceedings.
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ARTICLE VII
MANAGEMENT AND OPERATION OF BUSINESS; INDEMNIFICATION
Section 7.1
Powers of General Partner
Except as otherwise expressly provided in this Agreement, all powers to control
and manage the business and affairs of the Partnership shall be exclusively
vested in the General Partner, and the Limited Partner shall not have any power
to control or manage the business and affairs of the Partnership.
In addition to the powers now or hereafter granted a general partner of a
limited partnership under applicable law or which are granted to the General
Partner under any other provisions of this Agreement, the General Partner is
hereby authorized and empowered, in the name of and on behalf of the
Partnership, to do and perform any and all acts and things which it deems
appropriate or necessary in the conduct of the business and affairs of the
Partnership, including, without limitation, the following:
(A)
TO LEND OR BORROW MONEY, TO ASSUME,
GUARANTEE OR OTHERWISE BECOME LIABLE FOR INDEBTEDNESS AND OTHER LIABILITIES AND
TO ISSUE EVIDENCES OF INDEBTEDNESS;
(B)
TO BUY, LEASE (AS LESSOR OR LESSEE), SELL,
MORTGAGE, ENCUMBER OR OTHERWISE ACQUIRE OR DISPOSE OF ANY OR ALL OF THE ASSETS
OF THE PARTNERSHIP (SUBJECT TO THE PROVISIONS OF ARTICLE XIV);
(C)
TO OWN, USE AND INVEST THE ASSETS OF THE
PARTNERSHIP;
(D)
TO PURCHASE OR SELL PRODUCTS, SERVICES AND
SUPPLIES;
(E)
TO MAKE TAX, REGULATORY AND OTHER FILINGS,
AND TO RENDER PERIODIC AND OTHER REPORTS TO GOVERNMENTAL AGENCIES OR BODIES
HAVING JURISDICTION OVER THE ASSETS OR BUSINESS OF THE PARTNERSHIP;
(F)
TO OPEN, MAINTAIN AND CLOSE BANK ACCOUNTS
AND TO DRAW CHECKS AND OTHER ORDERS FOR THE PAYMENT OF MONEY;
(G)
TO NEGOTIATE, EXECUTE AND PERFORM ANY
CONTRACTS, CONVEYANCES OR OTHER INSTRUMENTS;
(H)
TO DISTRIBUTE PARTNERSHIP CASH;
(I)
TO UTILIZE THE SERVICES OF OFFICERS AND
EMPLOYEES OF THE GENERAL PARTNER OR OF ANY OTHER PERSONS AND TO SELECT AND
DISMISS EMPLOYEES (IF ANY) AND OUTSIDE ATTORNEYS, ACCOUNTANTS, CONSULTANTS AND
CONTRACTORS;
(J)
TO MAINTAIN INSURANCE FOR THE BENEFIT OF
THE PARTNERSHIP AND THE PARTNERS;
(K)
TO FORM, PARTICIPATE IN OR CONTRIBUTE OR
LOAN CASH OR PROPERTY TO LIMITED OR GENERAL PARTNERSHIPS, JOINT VENTURES,
LIMITED LIABILITY COMPANIES, CORPORATIONS OR SIMILAR ARRANGEMENTS;
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(L)
TO EXPAND THE BUSINESS ACTIVITIES IN
WHICH THE PARTNERSHIP IS ENGAGED OR ENGAGE IN NEW BUSINESS ACTIVITIES BY
ACQUISITION OR INTERNAL DEVELOPMENT; AND
(M)
TO CONDUCT LITIGATION AND INCUR LEGAL EXPENSES
AND OTHERWISE DEAL WITH OR SETTLE CLAIMS OR DISPUTES;
in each case at such times and upon such terms and conditions as the General
Partner deems appropriate or necessary, and subject to any express restrictions
contained elsewhere in this Agreement.
Section 7.2
Duties of General Partner
The General Partner shall manage the business and affairs of the Partnership in
the manner