Management. (a) The General Partner shall conduct, direct and manage all activities of the Company. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the Company. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following: (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies), the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or the merger or other combination of the Company with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV); (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case); (vi) the distribution of cash held by the Company; (vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of insurance for the benefit of the Company Group, the Partners and Indemnitees; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4; (x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7); (xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests; (xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units; (xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and (xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company. (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Hess Midstream LP), Partnership Restructuring Agreement (Hess Midstream Partners LP)
Management. (a) The Subject to Section 6.6(c), the General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, 6.3 shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
including, without limitation, (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental government or other agencies having jurisdiction over the business or assets of the Company;
Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV6.3);
; (iv) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or the Operating Partnership, the lending of funds to other Persons (including other Group Members); including, without limitation, the Operating Partnership) and the repayment or guarantee of obligations of any Group Member; the Partnership and the Operating Partnership and the making of capital contributions to any Group Member;
the Operating Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including including, without limitation, instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
; (vi) the distribution of cash held by the Company;
Partnership cash; (vii) the selection and dismissal of officersemployees and agents (including, employeeswithout limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viii) the maintenance of such insurance for the benefit of the Company GroupPartnership, the Operating Partnership and the Partners (including, without limitation, the assets of the Operating Partnership and Indemnitees;
the Partnership) as it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including including, without limitation, the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
); (x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including including, without limitation, the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
; (xii) the entering into of listing agreements with the New York Stock Exchange and any National Securities Exchange other securities exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.71.6);
; (xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
Units; and (xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management Operating Partnership as the limited partner (including, without limitation, contributions or loans of any Group Member; and
(xvi) funds by the entering into of agreements with any of its Affiliates Partnership to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyOperating Partnership).
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) none of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the Partnership, the Operating Partnership or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including including, without limitation, the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XVXVII) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Kinder Morgan Energy Partners L P), Limited Partnership Agreement (Kinder Morgan Energy Partners L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company GroupPartnership, its Subsidiaries and the MLP; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Member; the Partnership, its Subsidiaries and the MLP and the making of capital contributions to any Group Membermember of the Partnership, its Subsidiaries and the MLP;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company GroupPartnership, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the MLP and its Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants and appreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Memberthe MLP through its ownership of the general partner of the MLP; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, Omnibus Agreement and the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Southern Union Co)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV)Person;
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or the Operating Partnership, the lending of funds to other Persons (including other Group Membersthe Operating Partnership, the General Partner and its Affiliates); , the repayment or guarantee of obligations of any Group Member; the Partnership and the Operating Partnership and the making of capital contributions to any Group Memberthe Operating Partnership;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with The New York Stock Exchange, Inc. and any other National Securities Exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.71.6);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;Units; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) Operating Partnership as the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Companylimited partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Conveyance and Contribution Agreement, the Registration Rights Agreement Merger and all Contribution Agreement, the agreements and other documents contemplated by any such agreement (collectivelyfiled as exhibits to the Registration Statement, and the “Transaction Documents”) (other agreements described in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after filed as a part of the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementUnits; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) XVII), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company MLP and any member of the Partnership Group; subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of Partnership cash held by the Company(subject to Section 6.2);
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;; and
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xvi) the undertaking of any action in connection with the CompanyPartnership’s participation in its Subsidiaries as the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member sole member or to itself in the discharge of its duties as General Partner of the Companystockholder.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement the Partnership hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution Agreement and the other agreements and documents described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence sentence, as applicable, and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (K-Sea Tranportation Partners Lp), Limited Partnership Agreement (K-Sea Tranportation Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants, appreciation rights and tracking and phantom interests relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan Group Member Agreement of Mergereach other Group Member, the OpCo Partnership Underwriting Agreement, the Omnibus Amended and Restated Administrative Services Agreement, the Secondment Agreement, Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Encore Acquisition Co), Limited Partnership Agreement (Encore Energy Partners LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; Partnership and its Subsidiaries, subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Member; the Partnership and its Subsidiaries and the making of capital contributions to any Group Membermember of the Partnership and its Subsidiaries;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company GroupPartnership, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;
(xiv) subject options, rights, warrants and appreciation rights relating to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group MemberPartnership Securities; and
(xvixiv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Energy Transfer LP), Limited Partnership Agreement (Energy Transfer LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate (if such insurance is not maintained pursuant to the Administrative Services Agreement);
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as the sole stockholder of the Operating General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.Securities hereby
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); , the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further other limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of Operating Partnership or any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner other subsidiary of the CompanyPartnership as a member or partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Martin Midstream Partners Lp), Limited Partnership Agreement (Martin Midstream Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, Partnership Group and the Partners and IndemniteesPartners;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Pipelines and Terminals Storage and Throughput Agreement, the Indenture and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Energy Transfer Partners, L.P.), Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; , including investments in and any contributions to JV Entities, subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; or any JV Entity and the making of capital contributions to any Group MemberMember or JV Entity;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results these arrangements result in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the MLP Agreement the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement the Partnership hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus MLP Agreement, the Secondment Underwriting Agreement, the Registration Rights Contribution and Conveyance Agreement and all the other agreements, documents and instruments described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer or attorney-in-fact of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Tc Pipelines Lp), Limited Partnership Agreement (Tc Pipelines Lp)
Management. (a) The General Partner Partners shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over to manage and control the business and affairs of the Company Partnership shall be exclusively vested in the General PartnerPartners, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. The management and control power of the Special General Partner over the business and affairs of the Partnership are provided in, and limited to, Section 7.3. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject in each instance to the extent relevant (whether or not specifically noted below) to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, subject to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberMember (the matters described in this clause (iv) being subject, however, to subject to Section 7.6(a));
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the Managing General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Partnership Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants and appreciation rights relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group MemberMember through its directors, officers, employees or the Partnership’s direct or indirect ownership of Group Members; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as Managing General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Limited Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring Agreement, the Plan Group Member Agreement of Merger, the OpCo Partnership Agreementeach other Group Member, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreementsubstantially the form circulated prior to the date hereof, without giving effect to any amendments, supplements or restatements thereof entered into after the Effective Date), the Contribution Agreement (in substantially the form circulated prior to the date such Person becomes bound hereof, without giving effect to any amendments, supplements or restatements after the Effective Date) and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company Managing General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Interests; and (iii) agrees that the execution, delivery or performance by the Company Managing General Partner, the Special General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the a General Partner of any duty that the such General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (CVR Energy Inc), Limited Partnership Agreement (CVR Energy Inc)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants and appreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Global Partners Lp), Limited Partnership Agreement (Global Partners Lp)
Management. (a) The General Partner Manager, or its delegate, shall conduct, direct and manage all activities of the Company. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the General PartnerManager or its delegates, and no Limited Partner, in its capacity as such, Non-Managing Member shall have any management power over the business and affairs of the Company. In addition to the powers now or hereafter granted to a general partner managing member of a limited partnership liability company under applicable law or that are granted to the General Partner Manager under any other provision of this Agreement, the General PartnerManager, subject to Section 7.37.5, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Membership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or the merger or other combination of the Company with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.5 or Article XIV);
(iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a7.8(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case);
(vi) the distribution of cash held by the CompanyCompany cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, the Partners Members and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Membership Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Membership Interests, or the issuance of Derivative Company options, rights, warrants and appreciation rights relating to Membership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner Manager of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Members and each other Person who may acquire an interest in a Company Interest Membership Interests or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company Manager (on its own or on behalf of the Company) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement Company without any further act, approval or vote of the Partners Members or the other Persons who may acquire an interest in Company Membership Interests or are is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company Manager, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner Manager or any Affiliate of the General Partner Manager of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner Manager of any duty that the General Partner Manager may owe the Company or the Limited Partners Non-Managing Members or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 2 contracts
Sources: Operating Agreement (Niska Gas Storage Partners LLC), Operating Agreement (Niska Gas Storage Partners LLC)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnerships from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as the sole stockholder of the Operating General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Operating Partnership Agreement of Magellan OLP, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring AgreementOperating Partnership Agreement of Magellan OLP, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, dated as of the Secondment Closing Date, among The ▇▇▇▇▇▇▇▇ Companies, Inc., ▇▇▇▇▇▇▇▇ Energy Services, LLC, ▇▇▇▇▇▇▇▇ Natural Gas Liquids, Inc., ▇▇▇▇▇▇▇▇ Pipe Line Company, LLC, ▇▇▇▇▇▇▇▇ Information Services Corporation, the Predecessor General Partner, the Partnership and Magellan OLP, the Contribution and Conveyance Agreement, and the other agreements and other described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Magellan Midstream Partners Lp), Limited Partnership Agreement (Magellan Midstream Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “corporate secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of MergerUnderwriting Agreement, the OpCo Partnership Contribution Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all the other documents agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners Partners, or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that (A) the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) and (B) the General Partner’s determination to issue equity or debt securities in order to finance future acquisitions of equity interests in Columbia OpCo or enter into any other transaction with a party other than CPG and its Affiliates shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise, whether or not such determination was influenced solely or in part by consideration of any adverse impact on CPG.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Columbia Pipeline Partners LP), Limited Partnership Agreement (Columbia Pipeline Partners LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants and appreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware ▇▇▇▇▇▇▇▇ Islands Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, any Group Member Agreement of any other Group Member and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Teekay LNG Partners L.P.), Limited Partnership Agreement (Teekay LNG Partners L.P.)
Management. (a) The Managing General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the Managing General Partner, and no neither the Special General Partner nor any Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Intermediate Partnership or the Operating Subsidiary); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner Partners or its their assets other than its their interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Intermediate Partnership or the Operating Subsidiary from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Operating Subsidiary as a Group Member or to itself in the discharge of its duties as General Partner of the Companymember.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Intermediate Partnership Agreement, the Operating Subsidiary Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Subsidiary Agreement, the Plan of MergerIntermediate Partnership Agreement, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company Managing General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partners, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner Partners of any duty that the General Partner Partners may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Alliance Resource Partners Lp), Limited Partnership Agreement (Alliance Resource Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company GroupPartnership Group or making investments in or loans to JV Entities; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of the Partnership Group or any Group Member; JV Entity and the making of capital contributions to any Group MemberMember or JV Entity;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results these arrangements result in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);; and
(xiii) unless restricted or prohibited by Section 5.7, the issuance, purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities or options, or the issuance of Derivative Company Interests;
(xiv) subject rights, warrants and appreciation rights relating to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership Securities.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) Securities agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Tc Pipelines Lp), Limited Partnership Agreement (Tc Pipelines Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; , subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Genesis MLP and any Group MembersMember); , the repayment or guarantee of obligations of Genesis MLP or any Group Member; Member and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests inrelationships subject, and the contributions of property tohowever, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;; and
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or, unless restricted or prohibited by Section 5.5, the issuance of Derivative Company Interests;
(xiv) subject additional Partnership Securities and options, rights, warrants and appreciation rights relating to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership Securities.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Genesis MLP Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement the Partnership hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Genesis MLP Partnership Agreement, and the Omnibus Agreement, other agreements described in or filed as part of the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Proxy Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Proxy Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that the execution, delivery or performance by the Company General Partner, Genesis MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Genesis Energy Lp), Limited Partnership Agreement (Genesis Energy Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 2.9 and Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company GroupPartnership; subject to Section 2.9(e) and Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; and the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberPartnership or the General Partner;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company GroupPartnership, the Partners and Indemniteesthe Indemnitees as it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of cash or property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, in the MLP and the contributions of cash or property to, any Group Member to the MLP from time to time) subject to the restrictions set forth in Section 2.4Sections 2.4 and 2.9;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.77.3);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants and appreciation rights relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Memberthe MLP through its ownership of certain partner interests in the MLP; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, Contribution Agreement and the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Interests; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the Partnership or any Affiliate of either of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (DCP Midstream Partners, LP), Limited Partnership Agreement (DCP Midstream Partners, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Company); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Company from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of Operating Company or any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner other subsidiary of the CompanyPartnership as a member or partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Company Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Company Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment First Contribution Agreement, the Closing Contribution Agreement, and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Penn Virginia Resource Partners L P), Limited Partnership Agreement (Penn Virginia Resource Partners L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including (A) the financing of the conduct of the operations of the Company Partnership Group; , (B) subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersany Operating Partnership); , (C) the repayment or guarantee of obligations of any the Partnership Group Member; and (D) the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.8, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Operating Partnership as a Group Member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby Partnership Securities hereby:
(i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo any Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Master Natural Gas Gathering Agreement, the Registration Rights Contribution and Conveyance Agreement, the Contribution Agreement and all the other documents agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); Registration Statement;
(ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence above and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and and
(iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Contribution Agreement (Atlas Pipeline Partners Lp), Contribution Agreement (Resource America Inc)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of Partnership cash held by the Companyin accordance with Section 6.3;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Central Energy Partners Lp), Limited Partnership Agreement (Central Energy Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; , subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP, the General Partner and its Affiliates); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement the Partnership hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Partnership Agreement, the Plan of MergerMLP Agreement, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution and Conveyance Agreement and the other agreements and documents described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Plains All American Pipeline Lp), Agreement of Limited Partnership (Plains All American Pipeline Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no neither the Limited Partner, in its capacity as such, Partner nor any Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe MLP); the repayment or guarantee of obligations of the MLP or any Group Membermember of the Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemnitees(including the assets of the Partnership) as it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;; and
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management as a partner or equity owner of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby Assignees (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring MLP Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, EPCO Agreement and the Secondment Agreement, other agreements described in or filed as a part of the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners Partner or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Enterprise Products Partners L P), Limited Partnership Agreement (Enterprise Products Partners L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, Partner shall have full power and authority to do all things and on such terms as it determines determines, in its sole discretion, to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including without limitation the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsinto Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIVXIV or Article XVI);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Member; Member or other Person and the making of capital contributions to any Group MemberMember or other Person;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its their interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) subject to Article XVI, the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having such titles as the General Partner may determine in its sole discretion) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons entities or relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Partnership’s Subsidiaries from time to time) ), subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) subject to Article XVI, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities or options, rights, warrants or the issuance of Derivative Company Interestsappreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any the Partnership Group Memberthrough its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members, including, without limitation, all things described in or contemplated by the Registration Statement and the agreements described in or filed as exhibits to the Registration Statement; and
(xvixv) cause to be registered for resale under the entering Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into of agreements with securities of, the Partnership held by any of its Affiliates to render services to a Group Member or to itself in Person, including the discharge of its duties as General Partner or any Affiliate of the CompanyGeneral Partner.
(b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation or duty to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages, equitable relief or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions.
(c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Limited Partnership Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Underwriting Agreement, the Plan of Merger, the OpCo Partnership Exchange Agreement, the Omnibus Agreement, the Secondment Tax Receivable Agreement, the Registration Rights Agreement Agreement, the Carlyle Holdings Partnership Agreements and all the other documents agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through its delegation of such authority to any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring AgreementRegistration Statement on behalf of the Partnership, the Plan of Mergerin each case in such form and with such terms as it in its sole discretion shall determine, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Carlyle Group L.P.)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article ARTICLE XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants, appreciation rights and tracking and phantom interests relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company is General Partner (on its own or through any officer of the Partnership) was authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article pursuant to ARTICLE XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Spectra Energy Partners, LP), Equity Restructuring Agreement (Spectra Energy Partners, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnerships from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as a partner of Magellan OLP, Magellan Pipeline and Magellan Pipeline Terminal and the sole member of the Operating General Partner, Magellan Pipeline GP and the General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Operating Partnership Agreements of Magellan OLP, Operating General Partner, Magellan Pipeline GP, Magellan Pipeline and Magellan Pipeline Terminal, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreements of Magellan OLP, Operating General Partner, Magellan Pipeline GP, the General Partner, Magellan Pipeline and Magellan Pipeline Terminal, the Simplification Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Contribution and Assumption Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)related documents; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and on behalf of the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Magellan Midstream Partners Lp), Simplification of Capital Structure Agreement (Magellan Midstream Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) unless restricted or prohibited by Section 5.6, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as the sole stockholder of the Operating General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Contribution Agreement, and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (NuStar Energy L.P.), Merger Agreement (NuStar Energy L.P.)
Management. (a) The Except as delegated to the Manager Group as set forth in the Management Services Agreement or as otherwise provided therein, the General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, Partner in its capacity as such, such shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including (A) the financing of the conduct of the operations of the Company Partnership Group; (B) subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); (C) the repayment or guarantee of obligations of any Group Member; and (D) the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have having no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being are less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring Group Member Agreement of each other Group Member, the Management Services Agreement, the Plan of Merger, the OpCo Partnership Exchange Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Purchase Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement and to which the Partnership is a party (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (NextEra Energy Partners, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV)Person;
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or the Operating Partnership, the lending of funds to other Persons (including other Group Membersthe Operating Partnership, the General Partner and its Affiliates); , the repayment or guarantee of obligations of any Group Member; the Partnership and the Operating Partnership and the making of capital contributions to any Group Memberthe Operating Partnership;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with The New York Stock Exchange, Inc. and any other National Securities Exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.71.6);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;Units; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of any Group Member; and
(xvi) Operating Partnership as the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Companylimited partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Conveyance and Contribution Agreement, the Registration Rights Agreement Merger and all Contribution Agreement, the agreements and other documents contemplated by any such agreement (collectivelyfiled as exhibits to the Registration Statement, and the “Transaction Documents”) (other agreements described in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after filed as a part of the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementUnits; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) XVII), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp)
Management. (a) The Managing General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the Managing General Partner, and no neither the Non-Managing General Partner nor any Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Company); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner Partners or its their assets other than its their interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Company from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Operating Company as a Group Member or to itself in the discharge of its duties as General Partner of the Companymember.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Company Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Company Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Contribution and Conveyance Agreement, and the Secondment Agreement, other agreements and other described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company Managing General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partners, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner Partners of any duty that the General Partner Partners may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Inergy L P), Limited Partnership Agreement (Inergy L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnerships from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.6(d), the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as the sole stockholder of the Operating General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Operating Partnership Agreements, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring AgreementOperating Partnership Agreements, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution and Conveyance Agreement, and the other agreements and documents described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 2 contracts
Sources: Agreement of Limited Partnership (Plains All American Pipeline Lp), Limited Partnership Agreement (Plains All American Pipeline Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and powers to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General PartnerPartner shall, subject to Section 7.37.4 and the other terms set forth in this Agreement, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV)Person;
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations, including operations of the Company Groupany Group Member; subject to Section 7.6(a7.7(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Membercontributions;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or any Group Member and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and the Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense expenses and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)National Securities Exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants, appreciation rights and tracking and phantom interests relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and;
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership; and
(xvi) the registering for resale under the Securities Act and applicable state securities laws of any Partnership Interests held or hereafter acquired by the General Partner or any Affiliate of the General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest Partnership Interests or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring Agreement, Separation Agreement and the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Atlas Resource Partners, L.P.), Limited Partnership Agreement (Atlas Energy, L.P.)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.4);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a7.7(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.6);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act as a member or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwisepartner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Markwest Energy Partners L P)
Management. (a) The General Partner shall conduct, direct and manage exercise full control over all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any right of control or management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3 hereof, shall have full power and authority to do all things and on such terms as it determines to be deemed necessary or appropriate desirable by it to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof including, including the following:
without limitation, (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person entity (all of the matters described in this clause (iii) being subject, however, foregoing subject to any prior approval that which may be required by Section 7.3 and Article XIV6.3 hereof);
; (iv) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or any Subsidiary, the lending of funds to other Persons persons (including other Group Members); any Subsidiary) and the repayment or guarantee of obligations of the Partnership and any Group Member; Subsidiary and the making of capital contributions to any Group Member;
Subsidiary; (v) the negotiation, negotiation and execution on any terms deemed desirable in its sole discretion and the performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case);
(vi) the distribution of cash held by the Company;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.other
Appears in 1 contract
Sources: Limited Partnership Agreement (Plum Creek Timber Co L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, Partnership Group and the Partners and IndemniteesPartners;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Pipelines and Terminals Storage and Throughput Agreement, the Indenture and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Sunoco Logistics Partners L.P.)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;Partnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); Members); the repayment or guarantee of obligations of any Group Member; Member; and the making of capital contributions to any Group Member;Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);case);
(vi) the distribution of cash held by the Company;Partnership;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);4.8);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Interests;Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Partnership Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership IPO Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Registration Rights Operational Services Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); Agreement); (ii) agrees that the Company is General Partner (on its own or on behalf of the Partnership) was authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.pursuant to Article
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);; and
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and;
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Partnership Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership IPO Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Registration Rights Operational Services and Secondment Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Member as a Group Member member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Company Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Operating Company Agreement, any other limited liability company or partnership agreement of any other Group Member and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Markwest Energy Partners L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); , the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further other limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of Operating Partnership or any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner other subsidiary of the CompanyPartnership as a member or partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Distribution Agreement, and the Purchase Contract dated October 1, 2004 between Penn Octane Corporation and the Operating Partnership and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Rio Vista Energy Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); , the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further other limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of Operating Partnership or any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner other subsidiary of the CompanyPartnership as a member or partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Martin Midstream Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, Partner shall take part in its capacity as such, shall have any management power over the conduct of the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines determines, in its sole discretion, to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsinto Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Member; Member and the making of capital contributions Capital Contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its their interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having such as titles as the General Partner may determine in its sole discretion) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities or options, rights, warrants or the issuance of Derivative Company Interestsappreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xvxiii) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any the Partnership Group Memberthrough its directors, officers or employees or the Partnership’s direct or indirect ownership of the Group Members, including all things described in or contemplated by the Purchase and Sale Agreement and the agreements described in or attached as exhibits to the Purchase and Sale Agreement; and
(xvixiv) cause to be registered for resale under the entering Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into of agreements with securities of, the Partnership held by any of its Affiliates to render services to a Group Member or to itself in Person, including the discharge of its duties as General Partner or any Affiliate of the CompanyGeneral Partner.
(b) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages, equitable relief or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner has acted pursuant to its authority under this Agreement.
(c) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Purchase and Sale Agreement, the Plan of Merger, the OpCo Partnership Exchange Agreement, the Omnibus Tax Receivable Agreement, the Secondment Agreement, Group Partnership Agreements and the Registration Rights other agreements described in or attached as exhibits to the Purchase and Sale Agreement and all other documents that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Purchase and Sale Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or through its delegation of such authority to any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring AgreementPurchase and Sale Agreement on behalf of the Partnership, the Plan of Mergerin each case in such form and with such terms as it in its sole discretion shall determine, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the managing of money and bank accounts, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or any Group Member and the determination of their compensation and other terms of employment or hiring;
(viii) the procurement and maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership or any Group Member, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering entrance into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the CompanyPartnership’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Unitsany Group Member;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Membercontemplated by Article XVI hereof; and
(xvi) the entering entrance into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of MergerUnderwriting Agreement, the OpCo Partnership Contribution Agreement, the Omnibus Agreement, Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners Partners, or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (BP Midstream Partners LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any US-DOCS\98994761.5 other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
including, without limitation, (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV6.3);
; (iv) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or the Operating Partnership, the lending of funds to other Persons (including other Group Members); including, without limitation, the Operating Partnership, the General Partner and Affiliates of the General Partner) and the repayment or guarantee of obligations of any Group Member; the Partnership and the Operating Partnership and the making of capital contributions to any Group Member;
the Operating Partnership; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including including, without limitation, instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
; (vi) the distribution of cash held by the Company;
Partnership cash; (vii) the selection and dismissal of officersemployees and agents (including, employeeswithout limitation, employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viii) the maintenance of such insurance for the benefit of the Company GroupPartnership, the Operating Partnership and the Partners (including, without limitation, the assets of the Operating Partnership and Indemnitees;
the Partnership) as it deems necessary or appropriate; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including including, without limitation, the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
); (x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including including, without limitation, the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
; (xii) the entering into of listing agreements with The New York Stock Exchange, Inc. and any National Securities Exchange other securities exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting US-DOCS\98994761.5 that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.71.6);
; (xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
Units; and (xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management Operating Partnership as the limited partner (including, without limitation, contributions or loans of any Group Member; and
(xvi) funds by the entering into of agreements with any of its Affiliates Partnership to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyOperating Partnership).
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Contribution Agreement, the Registration Rights Agreement agreements and all other documents contemplated filed as exhibits to the Registration Statement, and the other agreements described in or filed as a part of the Registration Statement, and the engaging by any such agreement Affiliate of the General Partner in business and activities (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after Restricted Activities) that are in direct competition with the date such Person becomes bound by business and activities of the provisions of this Agreement)Partnership and the Operating Partnership; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementUnits; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the Partnership, the Operating Partnership or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including including, without limitation, the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XVXVII), or the engaging by any Affiliate of the General Partner in any business and activities (other than Restricted Activities) that are in direct competition with the business and activities of the Partnership and the Operating Partnership, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, stated or implied by law or equity. The term “Affiliate” when used in equity this Section 6.1(b) with respect to the General Partner shall not include the Partnership or otherwiseany Subsidiary of the Partnership.
Appears in 1 contract
Sources: Limited Partnership Agreement (Ferrellgas Partners Finance Corp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no the Limited Partner, in its capacity as such, Partner shall have any no right of control or management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV)Person;
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership, the lending of funds to other Persons (including other Group Membersthe MLP, the General Partner and its Affiliates); , the repayment or guarantee of obligations of any Group Member; the Partnership and the making of capital contributions to any Group Membera Subsidiary;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemnitees(including the assets of the Partnership) as it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4relationships;
(x) the indemnification of any Person against liabilities and contingencies to the extent permitted by law; and
(xi) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement of the Partners hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring MLP Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus AgreementEquity Registration Statement, the Secondment AgreementConveyance and Contribution Agreements, the Registration Rights Agreement agreements and all other documents contemplated by any such agreement (collectivelyfiled as exhibits to the Proxy Statement, and the “Transaction Documents”) (other agreements described in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after filed as a part of the date such Person becomes bound by the provisions of this Agreement)Proxy Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by thereby on behalf of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartners; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners Partner or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Star Gas Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement the Partnership hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of MergerUnderwriting Agreement, the OpCo Partnership AgreementIndenture, the Omnibus Agreement, the Secondment Purchase Agreement, the Registration Rights Contribution Agreement, the Pipelines and Terminals Storage and Throughput Agreement and all the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence sentence, as applicable, and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Sunoco Logistics Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and powers to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;; PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants, appreciation rights, phantom or tracking interests relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.Partnership. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(b) Notwithstanding any other provision Each of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder Partners and each other Person who may acquire acquires an interest in a Company Partnership Interest or that and each other Person who is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of MergerUnderwriting Agreement, the OpCo Partnership Contribution Agreement, the Omnibus Agreement, Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in Company Interests or a Partnership Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XVXV or any determination or action (or not making any determination or action) by the General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee) associated with the repayment, refinancing or amendment of the terms of any borrowing in connection the leveraged distribution described in the Registration Statement)) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company fiduciary or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwiseotherwise that the General Partner may owe the Partnership, the Limited Partners, the other Persons who acquire a Partnership Interest or the Persons who are otherwise bound by this Agreement.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage exercise full control over all activities of the CompanyPartnership, subject to such limitations as are provided herein and in the Plan for Original Properties. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power right of control over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, Partner shall have full power and authority to do all things and on such terms as it determines to be deemed necessary or appropriate desirable by it to conduct the business of the CompanyPartnership in the name of the Partnership or in the General Partner's own name, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including the following:
without limitation, (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
obligations it deems necessary or advisable for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or the merger or other combination of the Company with or into another Person (the matters described in this clause Partnership; (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any Partnership purpose consistent with the on any terms of this Agreementit sees fit, including including, without limitation, the financing of the conduct of the initial operations of the Company Group; subject to Section 7.6(a)Partnership, the lending of funds to other Persons (including other Group Members); Persons, the repayment or guarantee of obligations of any Group Member; the Partnership, the conduct of additional Partnership operations and the making purchase of capital contributions to any Group Member;
additional properties; (viv) the negotiation, negotiation and execution on terms deemed desirable to the Partnership in its sole discretion and the performance of any contracts, conveyances or other instruments (including instruments that limit it considers useful or necessary to the liability conduct of the Company Partnership operations or the implementation of its powers under contractual arrangements to all or particular assets of the Company, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case);
this Agreement; (viv) the distribution of cash held by the Company;
Partnership cash; (viivi) the selection and dismissal of officers, employees, agents, internal employees and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viiivii) the maintenance of such insurance for the benefit of the Company Group, the Partners and Indemnitees;
Partnership as it deems necessary; (ixviii) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships that it deems desirable, including, without limitation, the formation of Operating Partnerships pursuant to subsection (including the acquisition c) of interests inthis Section 6.1, and the contributions contribution to such partnerships, ventures or corporations of property to, any Group Member from time to time) subject to assets and properties of the restrictions set forth in Section 2.4;
Partnership; (xix) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation the litigation and the incurring of legal expense expenses and the settlement Settlement of claims and litigation;
; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiiix) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject LP Units at such times and on such terms as it deems to Section 7.3, the undertaking of any action in connection with the Company’s participation be in the management best interests of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding Each of the Partners hereby agrees that the General Partner is authorized to execute, deliver and perform all other agreements, acts, transactions and matters described in this Agreement and the Information Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Partnership, notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance . The participation by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (General Partner in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement or under applicable law.
(c) In the event the General Partner in its sole discretion determines such action to be necessary or appropriate, the General Partner may cause the Partnership to form, or to become a direct or indirect limited or general partner of or other owner in, one or more Operating Partnerships (and multiple subsidiary levels of Operating Partnerships) pursuant to and in conformity with the laws of such jurisdiction or jurisdictions as the General Partner may determine. Such an Operating Partnership may conduct any duty existing at business the Partnership may conduct under this Agreement to the extent such business may be conducted under applicable law. Each such Operating Partnership shall have conveyed to it such Partnership properties or Other Properties as the General Partner in its sole discretion deems appropriate. Each such Operating Partnership shall be composed of the General Partner or a wholly-owned subsidiary or an Affiliate of the General Partner as general partner or similar owner/manager thereof, having a 1% interest in equity such Operating Partnership, and the Partnership as the sole direct or otherwiseindirect limited or general partner or other similar owner thereof, having a 99% interest in such Operating Partnership (or such lesser percentage (whether initially or after intervening transfers) as the General Partner shall determine). Each such Operating Partnership shall be formed pursuant to an Operating Partnership Agreement in substantially the form of this Agreement, provided that such Operating Partnership Agreement may contain (i) a provision providing for a name of such Operating Partnership different from the name of the Partnership, (ii) such provisions as the General Partner determines are reasonable and necessary or appropriate to comply with the laws of the jurisdiction in which such Operating Partnership is being formed or to reflect the business of and the manner in which such Operating Partnership will be or is required to conduct such business, (iii) such provisions as the General Partner would be permitted to adopt as amendments to this Agreement in accordance with Section 15.1 (provided that the General Partner complies with any applicable requirements of such Section), and (iv) any other provision that the General Partner has determined is necessary or appropriate and is fair and reasonable to all parties concerned. If determined to be necessary or appropriate by the General Partner, the Partnership may become a limited or general partner, member or other owner of one or more other Operating Partnerships (and an Operating Partnership may itself become a limited or general partner, member or other owner in one or more other Operating Partnerships) whose Operating Partnership's Agreement is not substantially in the form of this Agreement. The General Partner is hereby authorized on behalf of the Partnership to execute each such Operating Partnership Agreement and any other certificates, instruments and documents necessary to form or to become admitted to membership as a partner, member or other owner of each such Operating Partnership, and the Partners hereby approve, ratify and confirm the execution, delivery and performance of each such Operating Partnership Agreement.
(d) The General Partner covenants and agrees to use its best efforts to cause the Partnership (i) to conduct its operations with respect to the Original Properties pursuant to and in accordance with the Plan for Original Properties and (ii) to take action similar to those contemplated by, and to accomplish the purposes stated in, the Plan for Original Properties with respect to properties other than the Original Properties.
Appears in 1 contract
Sources: Limited Partnership Agreement (Centex Development Co Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this AgreementAgreement or required by law, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs or property of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership, its Subsidiaries and the MLP Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; the repayment or guarantee of obligations of any Group Memberthe Partnership, its Subsidiaries and the MLP Group; and the making of capital contributions to any Group Membermember of the Partnership, its Subsidiaries and the MLP Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same such lack of recourse results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company GroupPartnership, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the MLP and its Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants and appreciation rights relating to Partnership Interests;; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation and management of the MLP through its ownership of the MLP Managing General Partner, including the approval or disapproval on behalf of the Partnership in its capacity as the sole member of the MLP Managing General Partner, of any proposed actions that may not be effected or authorized without the prior written consent of the Partnership pursuant to the terms of the limited liability company agreement of the MLP Managing General Partner, including any modification, amendment, waiver or other action affecting the 2% general partner interest or incentive distribution rights provided for in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyMLP Agreement.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest Partnership Interests or that is otherwise bound by the provisions of this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring Group Member Agreement of each other Group Member, the Underwriting Agreement, the Plan of Merger, the OpCo Partnership Administrative Agreement, the Omnibus Contribution Agreement, and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by the Registration Statement (which approval, ratification and confirmation shall not, with respect to each such agreement, be considered to cover or include any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, amendments or supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized , except for amendments or supplements made to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including in accordance with the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.provisions hereof);
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines determines, in its sole discretion, to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsinto Partnership Securities or options, rights, warrants or appreciation rights relating to Partnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);Person
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;Partnership.
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its their interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having such as titles as the General Partner may determine in its sole discretion) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company GroupPartnership, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Partnership’s Subsidiaries from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities or options, rights, warrants or the issuance of Derivative Company Interestsappreciation rights relating to Partnership Securities;
(xiv) subject cause to Section 7.3be registered for resale under the Securities Act and applicable state or non-U.S. securities laws, any securities of, or any securities convertible or exchangeable into securities of, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated held by any such agreement (collectivelyPerson, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded Partner.
(b) In exercising its authority under Article XV) shall not constitute a breach by this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any duty that action taken (or not taken) by it. The General Partner and the Partnership shall not have any liability to a Limited Partner for monetary damages, equitable relief or otherwise for losses sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions so long as the General Partner may owe the Company or the Limited Partners or any other Persons has acted pursuant to its authority under this Agreement or of any duty existing at law, in equity or otherwiseAgreement.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no neither the Acquisition General Partner nor the Limited Partner, in its capacity as such, Partner shall have any right of control or management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
including, without limitation, (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV6.3);
; (iv) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership, the lending of funds to other Persons (including other Group Membersincluding, without limitation, an OLP Subsidiary); , the repayment or guarantee of obligations of any Group Member; the Partnership and the making of capital contributions to any Group Member;
an OLP Subsidiary; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including including, without limitation, instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
; (vi) the distribution of cash held by the Company;
Partnership cash; (vii) the selection and dismissal of officersemployees and agents (including, employeeswithout limitation, employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viii) the maintenance of insurance for the benefit of the Company Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.insurance
Appears in 1 contract
Sources: Third Amended and Restated Agreement of Limited Partnership
Management. (a) The General Partner shall conduct, direct and manage exercise full control over all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any right of control or management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate desirable (i) to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
including, without limitation, (iA) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
obligations and the securing of same by mortgage, deed of trust or other lien or encumbrance; (iiB) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
Partnership, (iiiC) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iiiC) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV6.3);
; (ivD) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or any Subsidiary, the lending of funds to other Persons (including other Group Members); including, without limitation, any Subsidiary) and the repayment or guarantee of obligations of the Partnership and any Group Member; Subsidiary and the making of capital contributions to any Group Member;
Subsidiary; (vE) the negotiation, execution and performance of any contracts, conveyances or other instruments (including including, without limitation, instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
; (viF) the distribution of cash held by the Company;
Partnership cash; (viiG) the selection and dismissal of officersemployees and agents (including, employeeswithout limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viiiH) the maintenance of such insurance for the benefit of the Company Group, Partnership and the Partners and Indemnitees;
as it deems necessary or appropriate; (ixI) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, joint ventures or other Persons relationships (including including, without limitation, the acquisition of interests in, and the contributions of property to, any Group Member Subsidiary from time to time) subject to the restrictions set forth in Section 2.4;
); (xJ) the control of any matters affecting the rights and obligations of the CompanyPartnership, including including, without limitation, the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
; (xiK) the indemnification of any Person person against liabilities and contingencies to the extent permitted by law;
; (xiiL) the entering into of listing agreements with the New York Stock Exchange and any National Securities Exchange other securities exchange and the delisting of some or all of the Limited Partner Interests LP Units of other Partnership Securities from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.71.6);
; and (xiiiM) the purchase, sale or other acquisition or disposition of Company Interests, LP Units or the issuance of Derivative Company Interests;
other Partnership Securities; and (xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xvii) the undertaking of any action in connection with the Company’s participation Partnership's interest in any Subsidiary (including, without limitation, contributions or loans of funds by the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services Partnership to a Group Member or to itself in the discharge of its duties as General Partner of the CompanySubsidiary).
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by For so long as the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of Duke is the General Partner of the rights accorded under Article XV) shall not constitute a breach by Partnership, the General Partner of any duty that shall provide insurance to the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, Partnership covering its assets and operations on terms and conditions as it shall deem appropriate in equity or otherwiseits sole discretion.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Partnership Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership IPO Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Registration Rights Operational Services and Secondment Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Green Plains Partners LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);; WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Interests;Instruments; WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in Company Interests or a Partnership Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company fiduciary or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwiseotherwise that the General Partner may owe the Partnership, the Limited Partners, the other Persons who acquire a Partnership Interest or the Persons who are otherwise bound by this Agreement.
(c) As used in the following provisions of this Article VII other than Section 7.12, the term Partnership Interest shall include any Derivative Instruments.
Appears in 1 contract
Sources: Limited Partnership Agreement (Western Refining Logistics, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants, appreciation rights and tracking and phantom interests relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Registration Rights Credit Agreement and all the other documents agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under that are bound by this Agreement (or any other agreements) or of any duty otherwise existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (El Paso Pipeline Partners, L.P.)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate (if such insurance is not maintained pursuant to the Administrative Services Agreement);
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as the sole stockholder of the Operating General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Administrative Services Agreement, and the other agreements described in or filed as a part of the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article pursuant to ARTICLE XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enterprise Products Partners L.P.)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company GroupPartnership Group or making investments in or loans to JV Entities; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Intermediate Partnerships); the repayment or guarantee of obligations of the Partnership Group or any Group Member; JV Entity and the making of capital contributions to any Group MemberMember or JV Entity;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including contracts, conveyances or instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results these arrangements result in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Intermediate Partnerships from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the issuance, purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities or options, or the issuance of Derivative Company Interests;rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Intermediate Partnerships as a Group Member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreementthe Intermediate Partnership Agreements, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) Securities agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;; ARC LOGISTICS PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.Partnership. ARC LOGISTICS PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Arc Logistics Partners LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as the sole stockholder of the Operating General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment EPCO Agreement, and the other agreements described in or filed as a part of the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enterprise Products Partners L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and powers to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 57 and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;; PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 58
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants, appreciation rights, phantom or tracking interests relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision Each of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder Partners and each other Person who may acquire acquires an interest in a Company Partnership Interest or that and each other Person who is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of MergerUnderwriting Agreement, the OpCo Partnership Contribution Agreement, the Omnibus Agreement, Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in Company Interests or a Partnership Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XVXV or any determination or action (or not making any determination or action) by the PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 59 General Partner, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee) associated with the repayment, refinancing or amendment of the terms of any borrowing in connection the leveraged distribution described in the Registration Statement)) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company fiduciary or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwiseotherwise that the General Partner may owe the Partnership, the Limited Partners, the other Persons who acquire a Partnership Interest or the Persons who are otherwise bound by this Agreement.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group and the MLP Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members or MLP Group Members); the repayment or guarantee of obligations of any Group Member or MLP Group Member; and the making of capital contributions to any Group Member or MLP Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member or MLP Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering entrance into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group MemberMember and its ownership of all of the limited liability company interests in the MLP General Partner;
(xv) the approval and authorization of any action taken by the Partnership on behalf of the MLP General Partner to waive, reduce, limit or modify the incentive distribution rights in the MLP held by IDR LLC or any Affiliate of the Partnership or the MLP; and
(xvi) the entering entrance into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware LP Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, Underwriting Agreement and the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Antero Midstream GP LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Operating Partnership as a Group Member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Operating Partnership as a Group Member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution and Conveyance Agreement, and the other agreements and other described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Williams Energy Partners L P)
Management. (a) The Powers of General Partner shall conduct, direct and manage all activities of the CompanyPartner. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company shall be Partnership are exclusively vested in the General Partner, and no the Limited Partner, in its capacity as such, Partner shall have any no right to participate in or exercise control or management power over the business and affairs of the CompanyPartnership. Notwithstanding anything to the contrary in this Agreement, the General Partner may not be removed by the Limited Partner with or without cause. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.3 hereof, shall have full power and authority to do all things and on such terms as it determines to be deemed necessary or appropriate desirable by it to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 hereof and to effectuate the purposes set forth in Section 2.43.1 hereof, including the followingincluding, without limitation:
(i1) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtednessindebtedness (including the securing of same by mortgage, including indebtedness that is convertible into deed of trust or exchangeable for Company Interests, other lien or encumbrance on the Partnership's assets) and the incurring of any other obligationsobligations it deems necessary for the conduct of the activities of the Partnership;
(ii2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii3) the acquisition, disposition, sale, conveyance, mortgage, pledge, encumbrance, hypothecation hypothecation, contribution or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (entity on such terms as the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV)General Partner deems proper;
(iv4) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this AgreementAgreement and on any terms it sees fit, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)General Partner, the Partnership or any of the Partnership's Subsidiaries, the lending of funds to other Persons (including other Group Members); the Partnership's Subsidiaries) and the repayment or guarantee of obligations of the Partnership and its Subsidiaries and any Group Member; other Person in which it has an equity investment and the making of capital contributions to its Subsidiaries, the holding of any Group Memberreal, personal and mixed property of the Partnership in the name of the Partnership or in the name of a nominee or trustee (subject to Section 7.10), the creation, by grant or otherwise, of easements or servitudes, and the performance of any and all acts necessary or appropriate to the operation of the Partnership assets including, but not limited to, applications for rezoning, objections to rezoning, constructing, altering, improving, repairing, renovating, rehabilitating, razing, demolishing or condemning any improvements or property of the Partnership;
(v5) the negotiation, execution execution, and performance of any contracts, conveyances or other instruments (including instruments that limit the liability with Affiliates of the Company under contractual arrangements to all or particular assets of the Company, with the other party Partnership to the contract to have no recourse against extent provided in Section 7.6) that the General Partner considers useful or its assets other than its interest in necessary to the Company, even if the same results in the terms conduct of the transaction being less favorable to Partnership's operations or the Company than would otherwise be implementation of the case)General Partner's powers under this Agreement;
(vi6) the opening and closing of bank accounts, the investment of Partnership funds in securities, certificates of deposit and other instruments, and the distribution of Partnership cash held by the Companyor other Partnership assets in accordance with this Agreement;
(vii7) the selection and dismissal of officersemployees of the Partnership or the General Partner (including, employeeswithout limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer"), and the engagement and dismissal of agents, internal and outside attorneys, accountants, consultants engineers, appraisers, consultants, contractors and contractors other professionals on behalf of the General Partner or the Partnership and the determination of their compensation and other terms of employment or hiring;
(viii) 8) the maintenance of such insurance for the benefit of the Company Group, Partnership and the Partners and Indemniteesas it deems necessary or appropriate;
(ix9) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies ventures or other Persons relationships that it deems desirable (including including, without limitation, the acquisition of interests in, and the contributions contribution of property to, its Subsidiaries and any Group Member other Person in which it has an equity investment from time to time) subject to the restrictions set forth in Section 2.4);
(x10) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) , and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv11) the undertaking of any action in connection with the Company’s participation Partnership's direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the management contribution or loan of funds by the Partnership to such Persons);
(12) the determination of the fair market value of any Group MemberPartnership property distributed in kind using such reasonable method of valuation as it may adopt; and
(xvi13) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, acknowledgement and delivery of any and performance by the Company all documents and instruments to effectuate any or all of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwiseforegoing.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory regulatory, and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation hypothecation, or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary,” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants consultants, and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Member as a Group Member member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Underwriting Agreement, the Plan of MergerContribution Agreements, the OpCo Operating Partnership Agreement, any other limited liability company or partnership agreement of any other Group Member and the Omnibus Agreement, the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Agreement of Limited Partnership (EnLink Midstream Partners, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Partnership Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership IPO Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Contribution Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Landmark Infrastructure Partners LP)
Management. (a) The General Partner shall conduct, direct and manage exercise full control over all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any right of control or management power over the business and affairs of the CompanyPartnership except in their capacities as officers, directors or members of the General Partner. In Except as otherwise expressly provided in this Agreement, in addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision provisions of this Agreement, the General Partner, subject to Section 7.3, Partner shall have full power and authority to do all things and on such terms as it determines to be deemed necessary or appropriate desirable by it to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including the following:
without limitation, (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
obligations it deems necessary for the conduct of the activities of the Partnership; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or Partnership and the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause entity; (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the and on any terms of this Agreementit sees fit, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership, the lending of funds to other Persons (including other Group Members); and the repayment or guarantee of obligations of the Partnership; (iv) the negotiation and execution of any Group Member; terms deemed desirable in its sole discretion and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit it considers useful or necessary to the liability conduct of the Company Partnership's operations or the implementation of its powers under contractual arrangements to all or particular assets of the Companythis Agreement, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case);
(viv) the distribution of cash held by the Company;
Partnership cash; (viivi) the selection and dismissal of officers, employees, agents, internal employees and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viiivii) the maintenance of such insurance for the benefit of the Company Group, Partnership and the Partners and Indemnitees;
as it deems necessary; (ixviii) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies ventures or other Persons relationships that it deems desirable; (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(xix) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in including, without limitation, the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
; (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiiix) the purchase, sale or other acquisition or disposition of Company InterestsUnits, or and the issuance cancellation of Derivative Company Interests;
(xiv) subject acquired Units, at such times and on such terms as it deems to Section 7.3, the undertaking of any action in connection with the Company’s participation be in the management best interests of the Operating Company pursuant to Partnership and the Delegation of Control Provisions or as an owner of OpCo Class A Units;
Partners; (xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvixi) the entering into of leases for real or personal property or agreements in connection with any of its Affiliates to render services to a Group Member or to itself in sale and lease-back transactions; and (xii) the discharge of its duties as General Partner execution of the CompanyDepositary Agreement.
(b) Notwithstanding Each of the Partners hereby approves, ratifies and confirms the execution, delivery and performance of the Deposit Agreement and agrees that the General Partner is authorized to execute, deliver and perform the other agreements, acts, transactions and matters contemplated therein on behalf of the Partnership without any further act, approval or vote of the Partners of the Partnership, notwithstanding any other provision of this Agreement, any Group Member Agreement, Agreement or the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest . The participation by a General Partner in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under by this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the such General Partner of any duty that the General Partner it may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement or applicable law.
(c) The General Partner shall cause the Partnership to obtain and maintain to the extent available on a commercially reasonable basis (i) casualty and liability insurance on the properties of any duty existing at law, the Partnership and (ii) liability insurance for the General Partners and the Indemnitees hereunder.
(d) The General Partner shall cause the Partnership to maintain Working Capital Reserves and Fixed Asset Reserves in equity or otherwisesuch amounts as the General Partner deems appropriate and reasonable from time to time.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); , the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Member as a Group Member member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Company Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Company Agreement, the Plan any other limited liability company or partnership agreement of Mergerany other Group Member, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.and
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 2.9 and Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company GroupPartnership; subject to Section 2.9(e) and Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; and the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberPartnership or the General Partner;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary,” and ”treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company GroupPartnership, the Partners and Indemniteesthe Indemnitees as it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of cash or property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, in the MLP and the contributions of cash or property to, any Group Member to the MLP from time to time) subject to the restrictions set forth in Section 2.42.4 and Section 2.9;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.77.3);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants and appreciation rights relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Memberthe MLP through its ownership of certain partner interests in the MLP; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Investors’ Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Operating Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Interests; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the Partnership or any Affiliate of either of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Agreement of Limited Partnership (EV Energy Partners, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Partnership Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring Group Member Agreement of each other Group Member, the IPO Underwriting Agreement, the Plan of Merger, the OpCo Partnership Private Placement Purchase Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Registration Rights Operating Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (CNX Coal Resources LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, Partnership Group and the Partners and IndemniteesPartners;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsadditional options, rights, warrants and appreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, any Group Member Agreement of any other Group Member and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Holly Energy Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article ARTICLE XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants, appreciation rights and tracking and phantom interests relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company is General Partner (on its own or through any officer of the Partnership) was authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.and
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do do, or cause to be done, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
: (i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
Partnership; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
; (iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Member;
member of the Partnership Group; FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEP LOGISTICS HOLDINGS, L.P. 19 <PAGE> (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
; (vi) the distribution of cash held by the Company;
Partnership cash; (vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viii) the maintenance of insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemnitees;
Partners; (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property torelationships, any Group Member from time to time) OLP Subsidiary Agreement subject to the restrictions set forth in Section 2.4;
; (x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
; and (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
. (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some unless restricted or all of the Limited Partner Interests fromprohibited by Section 5.6, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;
additional options, rights, warrants and appreciation rights relating to Partnership Securities; (xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xvxiii) the undertaking of any action in connection with the Company’s Partnership's participation in the management of any Group Member; and
and (xvixiv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnerships); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the Company;
(vii) the selection and dismissal of officersPartnership cash; Plains All American Pipeline, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.L.P.
Appears in 1 contract
Sources: Limited Partnership Agreement (Plains All American Pipeline Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and powers to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants, appreciation rights, tracking and phantom interests or other economic interests in the Partnership or relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest Partnership Interests or that in the Partnership or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, Underwriting Agreement and the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (American Midstream Partners, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); , the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to Member as a Group Member member or to itself in the discharge of its duties as General Partner of the Companypartner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Company Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Company Agreement, the Plan any other limited liability company or partnership agreement of Mergerany other Group Member, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Contribution Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.Statement;
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do do, or cause to be done, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP, the Operating Company and any member of the Partnership Group); the repayment or guarantee of obligations of the MLP, the Operating Company or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;; and
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;.
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants and appreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xvxiii) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixiv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, any Group Member Agreement and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence sentence, as applicable, and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the Partnership, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) Agreement, shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Calumet Superior, LLC)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, Partner in its capacity as such, such shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental Governmental Authorities or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8(c);); Interests; and
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Interests;Partnership
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and;
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Interests hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement and the Contribution Agreement, and the Secondment Agreement, other agreements described in or filed as exhibits to the IPO Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is General Partner (on its own or on behalf of the Partnership) and each of its Affiliates are authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty or any other obligation of any type whatsoever that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3Sections 2.9, 7.3 and 12.9, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company GroupPartnership; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members)Persons; and the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberPartnership or the General Partner;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company GroupPartnership, the Partners and Indemniteesthe Indemnitees as it deems necessary or appropriate (if such insurance is not maintained pursuant to the Administrative Services Agreement);
(ix) the formation of, or acquisition of an interest in, and the contribution of cash or property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, in the MLP and the contributions of cash or property to, any Group Member to the MLP General Partner from time to time) subject to the restrictions set forth in Section 2.4Sections 2.4 and 2.9;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants and appreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Memberthe MLP through its ownership of the MLP General Partner and certain common units representing limited partner interests in the MLP; and
(xvixv) cause to be registered for resale under the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in Securities Act and applicable state securities laws, the discharge of its duties as Partnership Securities held by the General Partner or any Affiliate of the CompanyGeneral Partner; provided, however that such registration for resale of any Partnership Securities shall be subject to certain restrictions and limitations.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Underwriting Agreement, the Plan of Merger, the OpCo Partnership Administrative Services Agreement, and the Omnibus Agreement, the Secondment Agreement, other agreements described in or filed as a part of the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the Partnership or any Affiliate of either of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner Partnership of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enterprise GP Holdings L.P.)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do do, or cause to be done, all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to HEP LOGISTICS HOLDINGS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint HEP LOGISTICS HOLDINGS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware LP Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement the Partnership hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Registration Rights Pipelines and Terminals Agreement and all the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence sentence, as applicable, and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Holly Energy Partners Lp)
Management. (a) The Subject to Section 6.6(c), the General Partner shall conduct, direct and manage exercise full control over all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any right of control or management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate desirable (i) to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
including, without limitation, (iA) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
obligations and the securing of same by mortgage, deed of trust or other lien or encumbrance; (iiB) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
Partnership; (iiiC) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iiiC) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV6.3);
; (ivD) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or any Operating Subsidiary, the lending of funds to other Persons (including other Group Members); including, without limitation, any Operating Subsidiary) and the repayment or guarantee of obligations of the Partnership and any Group Member; Operating Subsidiary and the making of capital contributions to any Group Member;
Operating Subsidiary; (vE) the negotiation, execution and performance of any contracts, conveyances or other instruments (including including, without limitation, instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
; (viF) the distribution of cash held by the Company;
Partnership cash; (viiG) the selection and dismissal of officersemployees (including, employeeswithout limitation, employees having titles such as "president," "vice president," "secretary" and "treasurer") agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
; (viiiH) the maintenance of insurance for the benefit of the Company GroupPartners and the Partnership and any Operating Subsidiary (including, without limitation, the Partners assets and Indemnitees;
operations of the Partnership and any Operating Subsidiary); (ixI) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, joint ventures or other Persons relationships (including including, without limitation, the acquisition of interests in, and the contributions of property to, any Group Member Operating Subsidiary from time to time) subject to the restrictions set forth in Section 2.4;
); (xJ) the control of any matters affecting the rights and obligations of the CompanyPartnership, including including, without limitation, the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
; (xiK) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
; (xiiL) the entering into of listing agreements with the New York Stock Exchange and any National Securities Exchange other securities exchange and the delisting of some or all of the Limited Partner Interests Units from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.71.6);
; and (xiiiM) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
Units; and (xivii) subject to Section 7.3, the undertaking of undertake any action in connection with the Company’s Partnership's participation in the management of the any Operating Company pursuant to the Delegation of Control Provisions Subsidiary as a partner, member, shareholder or as an owner of OpCo Class A Units;
(xv) the undertaking of any action other equity interest holder or in connection with the Company’s participation in exercise of the management Partnership's rights as a member, shareholder or other equity interest holder of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as Operating General Partner (including, without limitation, contributions or loans of funds by the CompanyPartnership to any Operating Subsidiary).
(b) Notwithstanding any other provision of this Agreement, any Group Member Operating Subsidiary Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring AgreementFirst Mortgage Note Agreements, the Plan of MergerFirst Mortgage Notes, the OpCo related mortgage, the revolving credit facility, the Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Conveyance Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectivelyLPL Contribution Agreement, the “Transaction Documents”Distribution Support Agreement (as each of the foregoing is defined or otherwise described in the Registration Statement) (and the other agreements described in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after filed as part of the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementUnits; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.and
Appears in 1 contract
Sources: Agreement of Limited Partnership (Enbridge Energy Management L L C)
Management. (a) The General Partner shall conduct, direct direct, and manage exercise full control over all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partners shall have any management power no right of control over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, Partner shall have full power and authority authority, except as otherwise expressly provided in this Agreement, to do all things and on such terms as it determines to be deemed necessary or appropriate desirable by it to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4including, including the followingwithout limitation:
(i) To perform and carry out the making duties delegated the General Partner in accordance with the terms of this Agreement;
(ii) The determination of the activities in which the Partnership will participate consistent with the purposes of the Partnership set forth in Section 1.3;
(iii) The execution and delivery of the Project Partnership Agreement and any and all amendments or restatements thereof as the General Partner shall determine in its discretion to be appropriate for the Partnership;
(iv) The approval and/or taking of any expenditures (including payment of any applicable taxes and all actions on behalf of the Company Partnership with respect to applicable governmental the Project Partnership as permitted, contemplated or required pursuant to the Project Partnership Agreement and any and all amendments or restatements thereof and any and all other agencies)governing documents of the Project Partnership;
(v) The making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, guaranteeing of indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring incurrence of any other obligationsobligations it deems necessary or advisable for the conduct of the activities of the Partnership, including the payment of compensation and reimbursement to the General Partner and its Affiliates under Article V;
(iivi) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
(iii) the The acquisition, disposition, mortgage, pledge, encumbrance, hypothecation hypothecation, or exchange of any or all of the assets of the Company or the merger or other combination of the Company with or into another Person (the matters described in this clause (iii) being subject, howeverPartnership, to any prior approval that may be required by Section 7.3 and Article XIV)on such terms as the General Partner shall determine in its discretion;
(ivvii) the The use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any Partnership purpose consistent with the on any terms of this Agreementit sees fit, including including, without limitation, the financing of operations of the Partnership, and the repayment of obligations of the Partnership;
(viii) The negotiation, execution, and performance of any contracts that it considers desirable, useful, or necessary to the conduct of the business or operations of the Company Group; subject to Section 7.6(a), Partnership or the lending implementation of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberGeneral Partner’s powers under this Agreement;
(vix) the negotiation, execution and performance The distribution of any contracts, conveyances Partnership cash or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company, in accordance with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case)this Agreement;
(vix) the distribution of cash held by the Company;
(vii) the selection The selection, hiring, and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants consultants, contractors, agents, and contractors representatives and the determination of their compensation and other terms of employment or hiring;
(viiixi) the The maintenance of such insurance for the benefit of the Company Group, the Partners and IndemniteesPartnership as it deems necessary or desirable;
(ixxii) the The formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, relationships that it deems desirable and the contributions contribution to such partnerships or ventures of property to, any Group Member from time to time) subject to assets and properties of the restrictions set forth in Section 2.4Partnership;
(xxiii) the The control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing commencement and defending of actions at law or in equity and otherwise engaging in the conduct of litigationany litigation or defense of the same, arbitration or mediation and the incurring of legal expense expenses, and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;suits; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any To do such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions undertake such proceedings and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement exercise such rights and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall privileges not constitute a breach by the General Partner of any duty that specifically mentioned herein as the General Partner may owe deem necessary to conduct the Company or business of and carry out the Limited Partners or any other Persons under this Agreement or purposes of any duty existing at law, in equity or otherwisethe Partnership.
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;; 50
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision Each of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder Partners and each other Person who may acquire acquires an interest in a Company Partnership Interest or that and each other Person who is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (ib) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in Company Interests or a Partnership Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company fiduciary or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwiseotherwise that the General Partner may owe the Partnership, the Limited Partners, the other Persons who acquire a Partnership Interest or the Persons who are otherwise bound by this Agreement.
(c) As used in the following provisions of this Article VII other than Section 7.12, the term Partnership Interest shall include any Derivative Instruments.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage exercise full control over all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any right of control or management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.36.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate desirable (i) to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 3.2 and to effectuate the purposes set forth in Section 2.43.1, including the following:
including, without limitation, (iA) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interests, and the incurring of any other obligations;
obligations and the securing of same by mortgage, deed of trust or other lien or encumbrance; (iiB) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company;
Partnership; (iiiC) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iiiC) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV6.3);
; (ivD) the use of the assets of the Company Partnership (including including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement, including including, without limitation, the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a)Partnership or the Operating Partnership, the lending of funds to other Persons (including other Group Members); including, without limitation, the Operating Partnership) and the repayment or guarantee of obligations of any Group Member; the Partnership and the Operating Partnership and the making of capital contributions to any Group Member;
the Operating Partnership; (vE) the negotiation, execution and performance of any contracts, conveyances or other instruments (including including, without limitation, instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case);
(vi) the distribution of cash held by the Company;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.with
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Units hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring AgreementFirst Mortgage Note Agreements, the Plan of MergerFirst Mortgage Notes, the OpCo related mortgage, the revolving credit facility, the Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Conveyance Agreement, the Registration Rights LPL Contribution Agreement, the Distribution Support Agreement and all the other documents contemplated by any such agreement (collectively, agreements described in or filed as part of the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementUnits; and (iii) agrees that none of the execution, delivery or performance by the Company General Partner, the Partnership, the Operating Partnership or any Affiliate thereof of this Agreement or any agreement authorized or permitted under this Agreement (including including, without limitation, the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XVXVII) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Lakehead Pipe Line Partners L P)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party or parties to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyAvailable Cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interestsoptions, rights, warrants and appreciation rights relating to Partnership Securities;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Purchase Agreement, the Registration Rights Agreement, the Omnibus Agreement and all any other documents agreements that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)agreements; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform each of the agreements referred to in clause (i) of this sentence paragraph and the any other agreements, acts, transactions and matters described in or contemplated by hereby and thereby on behalf of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Abraxas Petroleum Corp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group MemberPersons;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Partnership Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Contribution Agreement and the other agreements described in or filed as exhibits to the Plan of Merger, Conversion and the OpCo Partnership Agreement, Company’s securities filings that are related to the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents transactions contemplated by any such agreement the Plan o f Conversion (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, or any Affiliate of any of the General Partner of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Armada Enterprises Lp)
Management.
(a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Company, even if the same results in the terms of the transaction being less favorable to the Company than would otherwise be the case);
(vi) the distribution of cash held by the Company;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the Company, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwise.Section
Appears in 1 contract
Sources: Limited Partnership Agreement
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Interestsa Partnership Interest, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; , subject to Section 7.6(a)7.6, the lending of funds to other Persons (including other Group Membersthe MLP and any member of the Partnership Group); , the repayment or guarantee of obligations of the MLP or any member of the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;; and
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement the Partnership hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Registration Rights Pipelines and Terminals Storage and Throughput Agreement and all the other agreements and documents described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence sentence, as applicable, and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreementthe Partnership; and (iii) agrees that the execution, delivery or performance by the Company General Partner, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Sunoco Logistics Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership;
(vii) the selection and dismissal of officers, employees, agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.7(b));
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Partnership Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of this Agreement and the Restructuring AgreementGroup Member Agreement of each other Group Member, the Plan of Merger, the OpCo Partnership IPO Underwriting Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights Contribution Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;; WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 64
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
Partnership. WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 65 (b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or Partners, the other Persons who may acquire an interest in Company Interests or a Partnership Interest and the Persons who are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company fiduciary or the Limited Partners or any other Persons under this Agreement or of any duty existing at law, in equity or otherwiseotherwise that the General Partner may owe the Partnership, the Limited Partners, the other Persons who acquire a Partnership Interest or the Persons who are otherwise bound by this Agreement.
Appears in 1 contract
Sources: Limited Partnership Agreement (Western Refining Logistics, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;; FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;); FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners Partners, or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.. FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Appears in 1 contract
Sources: Limited Partnership Agreement (Foresight Energy LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Partnership Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member;
(xv) subject to Section 7.37.4, the undertaking of any action in connection with the CompanyPartnership’s participation in the and management of the Operating Company pursuant to as the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Operating Company’s participation managing member or a unitholder in the management of any Group MemberOperating Company; and
(xvi) the entering into of agreements with any of its Affiliates Affiliates, including any agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement, the Registration Rights this Agreement and all other documents contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Viper Energy Partners LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “chief executive officer,” “president,” “chief financial officer,” “chief operating officer,” “general counsel,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Partnership Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) the undertaking of any action in connection with the Partnership’s participation in the management of any Group Member;
(xv) subject to Section 7.37.4, the undertaking of any action in connection with the CompanyPartnership’s participation in the and management of the Operating Company pursuant to as the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Operating Company’s participation managing member or a unitholder in the management of any Group MemberOperating Company; and
(xvi) the entering into of agreements with any of its Affiliates Affiliates, including any agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Operational Services and Secondment Agreement, the Registration Rights Exchange Agreement and all the other documents agreements described in or filed as exhibits to the IPO Registration Statement that are related to the transactions contemplated by any such agreement the IPO Registration Statement and to which the Partnership is a party (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, IPO Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Rattler Midstream Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any the Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Group, Partnership Group and the Partners and IndemniteesPartners;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s Partnership's participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and the Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Operating Partnership Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, the Secondment Contribution Agreement, the Pipelines and Terminals Storage and Throughput Agreement, the Indenture and the other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Sunoco Logistics Partners Lp)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and powers to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company options, rights, warrants and appreciation rights relating to Partnership Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and each other Person who may acquire an interest in a Company Interest Partnership Interests or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Partnership Interests or are is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Oiltanking Partners, L.P.)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, but without limitation on the ability of the General Partner to delegate its rights and power to other Persons, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, other Partner shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.37.4, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company into Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and 7.4 or Article XIV);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);; ENVIVA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(vi) the distribution of cash held or cash equivalents by the CompanyPartnership;
(vii) the selection selection, employment, retention and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors of the General Partner or the Partnership Group and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of insurance for the benefit of the Company Partnership Group, the Partners and Indemnitees;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4);
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7)exchange;
(xiii) the purchase, sale or other acquisition or disposition of Company Partnership Interests, or the issuance of Derivative Company InterestsInstruments;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management of any Group Member; and
(xvixv) the entering into of agreements with any of its Affiliates Affiliates, including agreements to render services to a Group Member or to itself in the discharge of its duties as General Partner of the CompanyPartnership.
(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring this Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Agreement, Contribution Agreement and the Secondment Agreement, other agreements described in or filed as exhibits to the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) Registration Statement (in the case of each case agreement other than this Agreement, without giving effect to any ENVIVA PARTNERS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreementhereof); (ii) agrees that the Company General Partner (on its own behalf or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners Partners, or the other Persons who may acquire an interest in Company Partnership Interests or are otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enviva Partners, LP)
Management. (a) The General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the General Partner, and no Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company InterestsPartnership Securities, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Membersthe Operating Partnership); the repayment or guarantee of obligations of any Group Memberthe Partnership Group; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemniteesas it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies companies, corporations or other Persons relationships (including the acquisition of interests in, and the contributions of property to, any Group Member the Operating Partnership from time to time) subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.74.8);
(xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Company InterestsPartnership Securities, or the issuance of Derivative Company Interests;additional options, rights, warrants and appreciation rights relating to Partnership Securities; and
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the CompanyPartnership’s participation in the management ownership or operation of any Group Member; and
(xvi) , including exercising, on behalf and for the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner benefit of the CompanyPartnership, the Partnership’s rights as the sole stockholder of the Operating General Partner.
(b) Notwithstanding any other provision of this Agreement, any Group Member the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder of the Partners and Assignees and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring Agreement, the Plan of Merger, the OpCo Operating Partnership Agreement, the Omnibus Underwriting Agreement, the Secondment Administrative Services Agreement, and the other agreements described in or filed as a part of the Registration Rights Agreement and all other documents Statement that are related to the transactions contemplated by any such agreement (collectively, the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartnership Securities; and (iii) agrees that the execution, delivery or performance by the Company General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Enterprise Products Partners L P)
Management. (a) The Managing General Partner shall conduct, direct and manage all activities of the CompanyPartnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company Partnership shall be exclusively vested in the Managing General Partner, and no neither the Special General Partner nor any Limited Partner, in its capacity as such, Partner or Assignee shall have any management power over the business and affairs of the CompanyPartnership. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or that which are granted to the Managing General Partner under any other provision of this Agreement, the Managing General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be it, in its sole discretion, may deem necessary or appropriate to conduct the business of the CompanyPartnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
(i) the making of any expenditures (including payment of any applicable taxes on behalf of the Company to applicable governmental or other agencies)expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into or exchangeable for Company Partnership Interests, and the incurring of any other obligations;
(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the CompanyPartnership;
(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company Partnership or the merger or other combination of the Company Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 and Article XIV7.3);
(iv) the use of the assets of the Company Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company Partnership Group; , (subject to Section 7.6(a), 7.6) the lending of funds to other Persons (including other Group Membersthe MLP, the General Partners and their Affiliates); , the repayment or guarantee of obligations of any the Partnership, the MLP or Partnership Group Member; and the making of capital contributions to any Group Membermember of the Partnership Group;
(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company Partnership under contractual arrangements to all or particular assets of the CompanyPartnership, with the other party to the contract to have no recourse against the General Partner Partners or its their assets other than its their interest in the CompanyPartnership, even if the same results in the terms of the transaction being less favorable to the Company Partnership than would otherwise be the case);
(vi) the distribution of cash held by the CompanyPartnership cash;
(vii) the selection and dismissal of officers, employees, employees (including employees having titles such as "president," "vice president," "secretary" and "treasurer") and agents, internal and outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;
(viii) the maintenance of such insurance for the benefit of the Company Group, Partnership Group and the Partners and Indemnitees(including the assets of the Partnership) as it deems necessary or appropriate;
(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies corporations or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) relationships subject to the restrictions set forth in Section 2.4;
(x) the control of any matters affecting the rights and obligations of the CompanyPartnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation litigation and the incurring of legal expense and the settlement of claims and litigation;
(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;
(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.7);
(xiii) the purchase, sale or other acquisition or disposition of Company Interests, or the issuance of Derivative Company Interests;
(xiv) subject to Section 7.3, the undertaking of any action in connection with the Company’s participation in the management of the Operating Company pursuant to the Delegation of Control Provisions or as an owner of OpCo Class A Units;
(xv) the undertaking of any action in connection with the Company’s participation in the management of any Group Member; and
(xvi) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Company.
(b) Notwithstanding any other provision of this Agreement, any Group Member the MLP Agreement, the Delaware Act or any applicable law, rule or regulation, each Record Holder and each other Person who may acquire an interest in a Company Interest or that is otherwise bound by this Agreement of the Partners hereby (i) approves, ratifies and confirms the execution, delivery and performance by the Company parties thereto of the Restructuring MLP Agreement, the Plan of Merger, the OpCo Partnership Underwriting Agreement, the Omnibus Contribution and Conveyance Agreement, the Secondment Agreement, agreements and other documents filed as exhibits to the Registration Rights Agreement Statement, and all the other documents contemplated by any such agreement (collectively, agreements described in or filed as a part of the “Transaction Documents”) (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements thereof entered into after the date such Person becomes bound by the provisions of this Agreement)Registration Statement; (ii) agrees that the Company Managing General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Restructuring Agreement, Registration Statement on behalf of the Plan of Merger, the OpCo Partnership Agreement, the Omnibus Agreement, the Secondment Agreement and the Registration Rights Agreement without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Company Interests or are otherwise bound by this AgreementPartners; and (iii) agrees that the execution, delivery or performance by the Company General Partners, the MLP, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the Managing General Partner or any Affiliate of the Managing General Partner of the rights accorded under pursuant to Article XV) ), shall not constitute a breach by the Managing General Partner of any duty that the General Partner Partners may owe the Company Partnership or the Limited Partners or the Assignees or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity stated or otherwiseimplied by law or equity.
Appears in 1 contract
Sources: Limited Partnership Agreement (Cornerstone Propane Partners Lp)