Sample Limited Partnership Agreement - Free Download | Page 4
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(vii) to make such elections under federal or state tax laws as to the treatment of
items of income, gain, loss, deduction and credit;
(viii) to make investments in government obligations, bank certificates of deposit,
short-term debt securities, and short-term commercial paper pending investment or
reinvestment of funds of the Partnership or to provide funds from which to meet contingencies;
and
(ix) to do all such other acts and things and engage in all such proceedings, and to
execute, acknowledge, seal and deliver all documents or instruments, as the General Partners
may deem necessary or desirable to carry out the business of the Partnership and to carry out
the purposes of the Partnership, all at such price and other terms as the General Partner
deems proper.
(b) Expenditure of Time.
The General Partner shall devote such time to the business of the Partnership as it, in
its sole discretion, shall deem to be necessary to supervise the Partnership business and
affairs in an efficient manner.
(c) Agreed Liability Limitation; Indemnification.
Neither the General Partner nor any Affiliate of the General Partner shall be liable,
responsible or accountable in damages or otherwise to the Partnership or any Limited Partner
for any act taken or omission to act on behalf of the Partnership or in the furtherance of the
interests of the Partnership unless such act or omission was performed or omitted fraudulently
or with gross negligence or in bad faith. The Partnership shall indemnify and hold harmless the
General Partner and each of its Affiliates from and against any loss, expense, damage or injury
suffered or sustained by such Person by reason of any acts, omissions or alleged acts or
omissions arising out of his or its activities on behalf of the Partnership or in furtherance of the
interests of the Partnership, including, but not limited to, any judgment, award, settlement,
reasonable attorneys' fees and other costs and expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim; provided that the acts,
omissions, or alleged acts or omissions upon which such actual or threatened action,
proceeding, or claim is based were not performed fraudulently, with gross negligence, or in bad
faith. The termination of any action, suit, or proceeding by judgment, order, settlement, or upon
a plea of nolo contendere or its equivalent shall not of itself create a presumption that the
Person acted fraudulently or in bad faith.
(d) Limited Partners to Have No Authority.
No Limited Partner (except the General Partner, if it owns a Partnership Interest as a
Limited Partner, acting solely in its capacity as the General Partner) shall participate in or have
any control over the business of the Partnership or have any authority or right to act on behalf
of or bind the Partnership.
(e) Actions by or on Behalf of the General Partner.
The President or any Vice President of any corporate partner of the General Partner
may act for and in the name of the General Partner in the exercise by the General Partner of
any of its rights and powers hereunder. In dealing with the General Partner (or President or
any Vice President of any corporate general partner thereof) acting on behalf of the
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