Sample Limited Partnership Agreement - Free Download | Page 3
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furtherance and not in limitation of the foregoing the General Partner is granted and shall have
the right and power to perform, in the name and on behalf of the Partnership, all acts which in
its judgment are necessary or desirable to carry out the Partnership's business including
without limitation:
(i) to purchase or otherwise acquire, own, lease, manage and operate real estate
or other property or any interest therein and to invest and reinvest any funds of the Partnership
in such property;
(ii) to improve and develop real estate; to construct, alter, demolish, repair or
replace buildings, structures, or other improvements on real estate including real estate in the
vicinity of the Property for the purpose of enhancing the value of the Property; to enter into
partnerships, joint ventures or other arrangements with any Person (including any Affiliate of
the General Partner) for such purposes; to settle boundary lines and grant and reserve
easements, covenants, rights-of-way and other rights or privileges with respect to real estate;
and to partition and to join with co-owners and others in dealing with real estate in any manner;
(iii) to employ agents, employees, independent contractors, brokers, attorneys and
accountants, any or all of whom may be Affiliates of the General Partner, to assist in or take
responsibility for the management of the Partnership's business and, in each such instance, to
pay such Persons reasonable compensation therefor;
(iv) to borrow money from any Partner, lending institution or other Person (including
any Affiliate of the General Partner) and, in connection therewith, to issue notes, or any other
evidence of indebtedness and as security therefor to mortgage or otherwise encumber any or
all of the Partnership Property (defined in Section 19); to enter into financing arrangements on
terms that grant the lenders equity rights in, or rights to share in the revenue or income of,
Partnership Property (and no Partner, bank, lending institution or other lender to which
application is made for a loan by the General Partners shall be required to inquire as to the
purposes for which such loan is sought, and as between this Partnership and such Partner,
bank, lending institution or other lender it shall be conclusively presumed that the proceeds of
such loan are to be and will be used for purposes authorized under this Partnership
Agreement); to obtain replacement financing or refinancing of any indebtedness or security
therefor related to any Partnership Property, or to repay or prepay the same in whole or in part
(and whether or not a prepayment penalty may be incurred), to increase, modify, consolidate or
extend any mortgage or other encumbrance on any Partnership Property, and to enter into
financing arrangements on terms that grant the lender equity rights in, or rights to share in the
revenue or income of, Partnership Property;
(v) to commence or defend litigation with respect to the Partnership or any
Partnership Property; to compromise, settle, arbitrate, or otherwise adjust claims in favor of or
against the Partnership; and to insure Partnership Property and actions and undertakings of
the Partnership and the General Partners against any and all risks relating to the business of
the Partnership;
(vi) to sell, with or without notice, at public or private sale, and to exchange, trade,
transfer, assign, convey, lease for any term (including a term extending beyond the term of the
Partnership), appraise or have appraised, apportion, divide in kind, or grant options for any
and all Partnership Property on and, in so doing, to execute, acknowledge, seal and deliver all
necessary documents or instruments;
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