Common use of Separate Credit Clause in Contracts

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of the MLP Group, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Group, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the MLP Group and/or the Company), (vi) not make loans or advances to any Person, except members of the MLP Group, or (vii) use their commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company) and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company); provided that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction or

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Enterprise Products Partners L P), Limited Liability Company Agreement (Enterprise GP Holdings L.P.), Limited Liability Company Agreement (Enterprise GP Holdings L.P.)

Separate Credit. The Company shall, and shall cause the members of the MLP Group SEP GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and SEP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO SET or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and SEP GP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to SET or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than SEP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries SEP GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP SEP GP from each other and from any other Persons (including EPCO SET and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and SEP GP) and (B) the Company and the MLP SEP GP have assets and liabilities that are separate from those of other persons (including EPCO SET and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and SEP GP); provided that the Company and the MLP SEP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Spectra Energy Partners, LP), Limited Liability Company Agreement (Spectra Energy Partners, LP), Limited Liability Company Agreement (Spectra Energy Partners, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of the MLP Group, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Group, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the MLP Group and/or the Company), (vi) not make loans or advances to any Person, except members of the MLP Group, or (vii) use their commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (Persons, including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company) , and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (Persons, including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company); provided that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 3 contracts

Sources: Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of the MLP Group, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Group, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the MLP Group and/or the Company), (vi) not make loans or advances to any Person, except members of the MLP Group, or (vii) use their commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company) and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company); provided that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Enterprise Products Partners L P), Limited Liability Company Agreement (Enterprise Products Partners L P)

Separate Credit. The Company shall, and shall cause the members of the MLP Group SEP GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain ii)maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and SEP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO SESPC or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and SEP GP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to SESPC or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than SEP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries SEP GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP SEP GP from each other and from any other Persons (including EPCO SESPC and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and SEP GP) and (B) the Company and the MLP SEP GP have assets and liabilities that are separate from those of other persons (including EPCO SESPC and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and SEP GP); provided that the Company and the MLP SEP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause 2.07(e)(v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Spectra Energy Partners, LP), Limited Liability Company Agreement (Spectra Energy Partners, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group DCP GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and DCP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO DEFS or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and DCP GP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to DEFS or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than DCP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries DCP GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP DCP GP from each other and from any other Persons (including EPCO DEFS and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and DCP GP) and (B) the Company and the MLP DCP GP have assets and liabilities that are separate from those of other persons (including EPCO DEFS and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and DCP GP); provided that the Company and the MLP DCP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (DCP Midstream Partners, LP), Limited Liability Company Agreement (DCP Midstream Partners, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and MLP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO EnerVest or its Affiliates (other than the other members of the Company and MLP Group and/or the CompanyGP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to EnerVest or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than MLP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP GP from each other and from any other Persons (including EPCO EnerVest and its Affiliates, other than the other members of the Company and MLP Group and/or the CompanyGP) and (B) the Company and the MLP GP have assets and liabilities that are separate from those of other persons (including EPCO EnerVest and its Affiliates, other than the other members of the Company and MLP Group and/or the CompanyGP); provided that the Company and the MLP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e2.8(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (EV Energy Partners, LP), Limited Liability Company Agreement (EV Energy Partners, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of and the MLP, but prior to the MLP GroupMerger Effective Time including EPD and EPGP, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Group, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the MLP Group and/or the Company), (vi) not pledge their assets for the benefit of any Person or make loans or advances to any Person, except members of the MLP Group, or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (including EPCO and its Affiliates, other than the other members of Company and the MLP Group and/or the CompanyMLP) and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (including EPCO and its Affiliates, other than the other members of Company and the MLP Group and/or the CompanyMLP); provided that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Enterprise Products Partners L P), Merger Agreement (Enterprise GP Holdings L.P.)

Separate Credit. The Company shall, and shall cause the members of the MLP Group GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and MLP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO Holdings or its Affiliates (other than the other members of the Company and MLP Group and/or the CompanyGP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to Holdings or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than MLP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP GP from each other and from any other Persons (including EPCO Holdings and its Affiliates, other than the other members of the Company and MLP Group and/or the CompanyGP) and (B) the Company and the MLP GP have assets and liabilities that are separate from those of other persons (including EPCO Holdings and its Affiliates, other than the other members of the Company and MLP Group and/or the CompanyGP); provided that the Company and the MLP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e2.09(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (Eagle Rock Energy Partners, L.P.), Limited Liability Company Agreement (Eagle Rock Energy Partners, L.P.)

Separate Credit. The Company shall, and shall cause the members of the MLP Group DCP GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and DCP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO DEFS or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and DCP GP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to DEFS or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than DCP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries DCP GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP DCP GP from each other and from any other Persons (including EPCO DEFS and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and DCP GP) and (B) the Company and the MLP DCP GP have assets and liabilities that are separate from those of other persons (including EPCO DEFS and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and DCP GP); provided that the Company and the MLP DCP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction orv)-

Appears in 1 contract

Sources: Limited Liability Company Agreement

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of the MLP Group, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Grouptheir respective Subsidiaries, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the MLP Group and/or the Company), (vi) not pledge their respective assets for the benefit of any Person or make loans or advances to any Person, except members of the MLP Grouptheir respective Subsidiaries, or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (Persons, including EPCO and its Affiliates, other than the other members any Affiliate of the MLP Group and/or the Company) Company and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (persons, including EPCO and its Affiliates, other than the other members any Affiliate of the MLP Group and/or the Company); provided that the Company and the MLP may engage in any transaction described in clauses (v)-(viiii)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support extension is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Enterprise Products Partners L P)

Separate Credit. The Company shall, and shall cause the members of the MLP Group DCP GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and DCP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO DEFS or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and DCP GP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to DEFS or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than DCP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries DCP GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, Amended and Restated Limited Liability Company Agreement (3) respectively, in reliance upon the separateness of the Company and the MLP DCP GP from each other and from any other Persons (including EPCO DEFS and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and DCP GP) and (B) the Company and the MLP DCP GP have assets and liabilities that are separate from those of other persons (including EPCO DEFS and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and DCP GP); provided that the Company and the MLP DCP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (DCP Midstream Partners, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group SEP GP to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one and SEP GP and except to the extent specified in the Contribution Agreement or more members of the MLP GroupOmnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of to the MLP Groupextent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EPCO SET or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and SEP GP), (vi) not pledge their assets for the benefit of any Person or make loans loans, advances or advances capital contributions to SET or any Person, except members of its Affiliates (other than the MLP Groupand its Subsidiaries and, with respect to the Company, other than SEP GP), or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries SEP GP borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP SEP GP from each other and from any other Persons (including EPCO SET and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and SEP GP) and (B) the Company and the MLP SEP GP have assets and liabilities that are separate from those of other persons (including EPCO SET and its Affiliates, other than the other members of the MLP Group and/or the CompanyCompany and SEP GP); provided that the Company and the MLP SEP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause 2.07(e)(v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Spectra Energy Partners, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of and the MLP Groupand its Subsidiaries, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of the MLP Groupits Subsidiaries, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members those of the MLP Group and/or the CompanyCompany and their Subsidiaries), (vi) not pledge their assets for the benefit of any Person or make loans or advances to any Person, except members of the MLP Grouptheir respective Subsidiaries, or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company) and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (including EPCO and its AffiliatesPersons; provided, other than the other members of the MLP Group and/or the Company); provided however, that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Central Energy Partners Lp)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of and the MLP Groupand its Subsidiaries, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, Person except members of the MLP Groupits Subsidiaries, (v) not acquire debt obligations or debt securities of EPCO the MLP or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and their Subsidiaries), (vi) not pledge their assets for the benefit of any Person or make loans or advances to any Person, except members of the MLP Group, their respective Subsidiaries or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company) and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company)Persons; provided that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (QR Energy, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, Partnership (i) shall pay their respective its obligations and liabilities from their respective its own funds (whether on hand or borrowed), (ii) shall maintain adequate capital in light of their respective its business operations, (iii) shall not pledge their respective its assets for the benefit of any other Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of the MLP Groupexcept its Subsidiaries, (iv) shall not hold out their respective its credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Groupits Subsidiaries, (v) shall not acquire debt obligations or debt securities (other than those assumed and paid off on the Closing Date pursuant to the Contribution Agreement) of EPCO or its Affiliates (other than the other members of the Partnership Group) including the MLP, the MLP Group and/or General Partner or their subsidiaries or TEPPCO, the Company)TEPPCO General Partner or their subsidiaries, (vi) shall not make loans loans, advances or advances capital contributions to any Person, except members of the MLP Groupits Subsidiaries, or and (vii) shall use their its commercially reasonable efforts to cause the operative documents under which the MLP Partnership or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Dateissuance, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company Partnership and the MLP General Partner from each other and from any other Persons (Person, including EPCO and its Affiliates, other than the other members any Affiliate of the MLP Group and/or the Company) General Partner and (B) the Company Partnership and the MLP General Partner have assets and liabilities that are separate from those of other persons (Persons, including EPCO and its Affiliates, other than the other members any Affiliate of the MLP Group and/or General Partner; provided, that, the Company); provided that the Company and the MLP Partnership may engage in any transaction described in clauses (v)-(viv) or (vi) of this Section 2.07(e2.9(e) if prior Special Approval has been obtained for such transaction and either (Ay) the Audit and Conflicts Committee has determined (by Special Approval Approval) that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (z) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Sources: Agreement of Limited Partnership (Duncan Energy Partners L.P.)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of the MLP Group, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Group, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the MLP Group and/or the Company), (vi) not make loans or advances to any Person, except members of the MLP Group, or (vii) use their commercially reasonable efforts to cause the operative documents under which the MLP TEPPCO or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP TEPPCO from each other and from any other Persons (Persons, including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company) and (B) the Company and the MLP TEPPCO have assets and liabilities that are separate from those of other persons (Persons, including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company); provided that the Company and the MLP TEPPCO may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Teppco Partners Lp)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective obligations and liabilities from their respective own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of and the MLP Groupand its Subsidiaries, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Groupits Subsidiaries, (v) not acquire debt obligations or debt securities of EPCO the MLP or its Affiliates (other than the other members of the MLP Group and/or the CompanyCompany and their Subsidiaries), (vi) not pledge their assets for the benefit of any Person or make loans or advances to any Person, except members of the MLP Group, their respective Subsidiaries or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company) and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (including EPCO and its Affiliates, other than the other members of the MLP Group and/or the Company)Persons; provided that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (QR Energy, LP)

Separate Credit. The Company shall, and shall cause the members of the MLP Group to, (i) pay their respective its obligations and liabilities from their respective its own funds (whether on hand or borrowed), (ii) maintain adequate capital in light of their respective its business operations, (iii) not pledge their respective assets for the benefit of any Person or guarantee or become obligated for the debts of any other Person, other than the Company and/or one or more members of and the MLP Group, (iv) not hold out their respective its credit as being available to satisfy the obligations or liabilities of any other Person, except members of the MLP Group, (v) not acquire debt obligations or debt securities of EPCO or its Affiliates (other than the other members of the MLP Group and/or the Company), (vi) not pledge its assets for the benefit of any Person or make loans or advances to any Person, except members of the MLP Group, or (vii) use their its commercially reasonable efforts to cause the operative documents under which the MLP or any of its Subsidiaries borrows money, is an issuer of debt securities, or guarantees any such borrowing or issuance after the Effective Date, to contain provisions to the effect that (A) the lenders or purchasers of debt securities, respectively, acknowledge that they have advanced funds or purchased debt securities, respectively, in reliance upon the separateness of the Company and the MLP from each other and from any other Persons (including EPCO and its Affiliates, other than the other members of Company and the MLP Group and/or the CompanyMLP) and (B) the Company and the MLP have assets and liabilities that are separate from those of other persons (including EPCO and its Affiliates, other than the other members of Company and the MLP Group and/or the CompanyMLP); provided that the Company and the MLP may engage in any transaction described in clauses (v)-(vi) of this Section 2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined by Special Approval that the borrower or recipient of the credit support is not then insolvent and will not be rendered insolvent as a result of such transaction oror (B) in the case of transactions described in clause (v), such transaction is completed through a public auction or a National Securities Exchange.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Enterprise Products Partners L P)