Rights Powers and Duties of the Partners Clause Samples

Rights Powers and Duties of the Partners. Section 7.1 Management and Control of the Partnership. The Managing Partner shall have full, exclusive and complete discretion in the management and control of Partnership affairs and business, except that the Managing Partner shall have no authority to take any of the following actions unless the Management Committee either consents to such action or establishes a Partnership procedure or guideline with respect to such action: (i) Except to the extent set forth in Section 7.2 below (which actions may be taken by the Managing Partner without Management Committee approval), make, amend, or modify or enter a written waiver with respect to any provisions of (A) any agreements of the Partnership for the sale of electricity, (B) any agreement of the Partnership for the incurrence of indebtedness (determined in accordance with generally accepted accounting principles), (C) any agreement of the Partnership creating a lien or encumbrance upon any of the property of the Partnership, (D) any agreement or agreements of the Partnership for the sale or other disposition of any property of the Partnership involving the sale or other disposition of property of the Partnership the proceeds from which would, when taken with the proceeds from all other sales or dispositions of property of the Partnership in such year, exceed $100,000 or (E) any other agreement or agreements of the Partnership which individually or in the aggregate involve amounts to be paid to or by the Partnership in excess of $250,000 per annum; (ii) Dissolve, terminate, liquidate and wind up the Partnership, except upon the occurrence of an event described in Section 14.1; (iii) Approve any line item in any Partnership budget requiring or approving a payment to an Affiliate of ESI BH in excess of the amount required to be paid to such Affiliate pursuant to an agreement between such Affiliate and the Partnership; (iv) Do any act in contravention of the Partnership Agreement; (v) Do any act which would make it impossible to carry on the ordinary business of the Partnership; (vi) Confess a judgment against the Partnership; (vii) Possess Partnership property or assign rights in specific Partnership property, for other than a Partnership purpose; (viii) Change or reorganize the Partnership into any other legal form; (ix) Admit a person as a Partner, except that any transferee of the interests of NGPP as a general partner pursuant to the terms of the Settlement Agreement may be admitted as a Partner; (x) Take ...