Common use of Separate Credit Clause in Contracts

Separate Credit. The Partnership shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership or its Subsidiaries), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries; provided that the Partnership may engage in any transaction described in clauses (ii)–(v) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 7 contracts

Samples: Series B Preferred Unit Purchase Agreement (Breitburn Energy Partners LP), Purchase Agreement (Breitburn Energy Partners LP), Breitburn Energy Partners LP

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Separate Credit. The Partnership Company shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its SubsidiariesSubsidiaries or a Group Member, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its SubsidiariesSubsidiaries or a Group Member, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership its Subsidiaries or its Subsidiaries), a Group Member) or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its SubsidiariesSubsidiaries or a Group Member; provided provided, however, that the Partnership Company may engage in any transaction described in clauses (ii)–(vii) through (v) of this Section 2.9(e2.7(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchangenational securities exchange.

Appears in 6 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Southcross Energy Partners, L.P.), Limited Liability Company Agreement (Southcross Energy Partners, L.P.)

Separate Credit. The Partnership Company shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its SubsidiariesSubsidiaries and the Partnership, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its SubsidiariesSubsidiaries or the Partnership, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership Company or its SubsidiariesSubsidiaries or the Partnership), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its SubsidiariesSubsidiaries or the Partnership; provided provided, however, that the Partnership Company may engage in any transaction described in clauses (ii)–(vii) through (v) of this Section 2.9(e2.7(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchangenational securities exchange.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Tesoro Logistics Lp), Limited Liability Company Agreement, Limited Liability Company Agreement (Tesoro Logistics Lp)

Separate Credit. The Partnership Company shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its SubsidiariesSubsidiaries and the Partnership, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its SubsidiariesSubsidiaries or the Partnership, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership Company or its Subsidiaries), Subsidiaries or the Partnership) or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its SubsidiariesSubsidiaries or the Partnership; provided provided, however, that the Partnership Company may engage in any transaction described in clauses (ii)–(vii) through (v) of this Section 2.9(e2.7(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchangenational securities exchange.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (CSI Compressco LP), Limited Liability Company Agreement (USA Compression Partners, LP), Limited Liability Company Agreement (USA Compression Partners, LP)

Separate Credit. The Partnership shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the General Partner or Holdings its Affiliates (other than the Partnership or its Subsidiaries), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries; provided that the Partnership may engage in any transaction described in clauses (ii)–(vii)-(v) of this Section 2.9(e2.9(d) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 4 contracts

Samples: Omnibus Agreement (Magellan Midstream Partners Lp), Omnibus Agreement (Magellan Midstream Partners Lp), Simplification Agreement (Magellan Midstream Partners Lp)

Separate Credit. The Partnership Company shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its SubsidiariesSubsidiaries or another Group Member, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its SubsidiariesSubsidiaries or a Group Member, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership its Subsidiaries or its Subsidiaries), another Group Member) or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its SubsidiariesSubsidiaries or another Group Member; provided provided, however, that the Partnership Company may engage in any transaction described in clauses (ii)–(vii) through (v) of this Section 2.9(e2.7(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchangenational securities exchange.

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Emerge Energy Services LP), Limited Liability Company Agreement (Emerge Energy Services LP)

Separate Credit. The Partnership shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership or its SubsidiariesSubsidiaries or any Group Member), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries; provided that the Partnership may engage in any transaction described in clauses (ii)–(v) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Samples: Abraxas Petroleum Corp

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Separate Credit. The Partnership shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership or its Subsidiaries), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries; provided that the Partnership may engage in any transaction described in clauses (ii)–(vii)—(v) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Samples: Encore Acquisition Co

Separate Credit. The Partnership shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership or its Subsidiaries), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries; provided that the Partnership may engage in any transaction described in clauses (ii)–(v) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchange.or

Appears in 1 contract

Samples: www.lw.com

Separate Credit. The Except as permitted by this Agreement, the Partnership shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries, (iv) acquire obligations or debt securities of the General Partner or its Affiliates (other than the Partnership or its Subsidiaries), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries; provided that the Partnership may engage in any transaction described in clauses (ii)–(vii)-(v) of this Section 2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Samples: Pioneer Southwest Energy Partners L.P.

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