ARTICLE VIII
MANAGEMENT AND INDEMNIFICATION
Section
8.1
Authority of General Partner
The General Partner shall have sole authority to manage the
business and affairs of the Partnership, which authority shall be
delegated as provided in this Agreement. Subject to the
limitations in this Agreement, the General Partner shall have the
authority to take any action it deems to be necessary or
appropriate in connection with the business and affairs of the
Partnership, including without limitation the power and authority
to:
8.1.1 acquire by
purchase, lease, or otherwise, any real or personal property,
tangible or intangible and to deal with, purchase, sell, mortgage,
transfer, assign or otherwise dispose of any and all of the assets
of the Partnership;
8.1.2 construct,
operate, maintain, finance, and improve, and to own, sell, convey,
assign, mortgage, or lease any real estate and any personal
property;
8.1.3 sell, dispose,
trade, or exchange Partnership assets in the ordinary course of the
Partnership’s business;
8.1.4
enter into agreements and contracts and to give receipts, releases,
and discharges;
8.1.5 purchase
liability and other insurance to protect the Partnership’s
properties and business;
8.1.6 execute or
modify leases with respect to any part or all of the assets of the
Partnership;
8.1.7 prepay, in whole
or in part, refinance, amend, modify, or extend any mortgages,
trust deeds or security agreements which may affect any asset of
the Partnership and in connection therewith to execute for and on
behalf of the Partnership any extensions, renewals, or
modifications of such mortgages, trust deeds or security
agreements;
8.1.8 execute any and
all other instruments and documents which may be necessary or in
the opinion of the General Partner desirable to carry out the
intent and purpose of this Agreement, including, but not limited
to, documents whose operation and effect extend beyond the term of
the Partnership;
8.1.9 make any and all
expenditures which the General Partner, in its sole discretion, or
in the discretion of the parties to whom the General Partner has
delegated the authority to act for the Partnership as provided for
above, deems necessary or appropriate in connection with the
management of the affairs of the Partnership and the carrying out
of its obligations and responsibilities under this Agreement,
including, without limitation, all legal, accounting and other
related expenses incurred in connection with the organization and
financing and operation of the Partnership;
8.1.10 enter into any kind of
activity necessary to, in connection with, or incidental to, the
accomplishment of the purposes of the Partnership;
8.1.11 invest and reinvest
Partnership reserves in short-term instruments or money market
funds;
8.1.12 take any and all other
action which is permitted under law or which is customary or
reasonably related to the operation, management or conducting of
the business or affairs of the Partnership, subject to the
limitations expressly stated in this Agreement; and the enumeration
of powers in this Agreement shall not limit the general or implied
powers of the General Partner or any additional powers provided by
law;
8.1.13 take any and all action
required to guarantee the indebtedness of Kimball Hill, Inc and/or
its subsidiaries; and
8.1.14 delegate any or all of its
authority and powers as manager of the Partnership to the
Management Committee.
