Common use of Separate Credit Clause in Contracts

Separate Credit. The Company shall, and shall cause MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest or its Affiliates (other than the Company and MLP GP), (vi) not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GP), or (vii) use its commercially reasonable efforts to cause the operative documents under which MLP 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 MLP GP from each other and from any other Persons (including EnerVest and its Affiliates, other than the Company and MLP GP) and (B) the Company and MLP GP have assets and liabilities that are separate from those of other persons (including EnerVest and its Affiliates, other than the Company and MLP GP); provided that the Company and MLP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined 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 (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

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

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Separate Credit. The Company shall, and shall cause the members of the MLP GP 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 and/or one or more members of the MLP GP and except to the extent specified in the Contribution Agreement or the Omnibus AgreementGroup, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person Person, except to members of the extent specified in the Contribution Agreement or the Omnibus AgreementMLP Group, (v) not acquire debt obligations or debt securities of EnerVest EPCO or its Affiliates (other than the Company and other members of the MLP GPGroup and/or the Company), (vi) not pledge their assets for the benefit make loans or advances to any Person, except members of any Person or make loans, advances or capital contributions to EnerVest or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GP)Group, or (vii) use its their commercially reasonable efforts to cause the operative documents under which the MLP GP 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 GP from each other and from any other Persons (including EnerVest EPCO and its Affiliates, other than the Company and other members of the MLP GPGroup and/or the Company) and (B) the Company and the MLP GP have assets and liabilities that are separate from those of other persons (including EnerVest EPCO and its Affiliates, other than the Company and other members of the MLP GPGroup and/or the Company); provided that the Company and the MLP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(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 (B) in the case of transactions described in clause (v), such transaction is completed through a public sale auction or a National Securities Exchange.

Appears in 2 contracts

Samples: 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 MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest Holdings or its Affiliates (other than the Company and MLP GP), (vi) not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest Holdings or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GP), or (vii) use its commercially reasonable efforts to cause the operative documents under which MLP 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 MLP GP from each other and from any other Persons (including EnerVest Holdings and its Affiliates, other than the Company and MLP GP) and (B) the Company and MLP GP have assets and liabilities that are separate from those of other persons (including EnerVest Holdings and its Affiliates, other than the Company and MLP GP); provided that the Company and MLP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.09(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined 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 (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

Samples: 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 MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP GP and except the MLP, but prior to the extent specified in the Contribution Agreement or the Omnibus AgreementMLP Merger 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 to the extent specified in the Contribution Agreement or the Omnibus AgreementPerson, (v) not acquire debt obligations or debt securities of EnerVest EPCO or its Affiliates (other than the Company and MLP GPand/or the Company), (vi) not pledge their assets for the benefit of any Person or make loans, loans or advances or capital contributions to EnerVest or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GP)Person, or (vii) use its commercially reasonable efforts to cause the operative documents under which the MLP 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 EnerVest EPCO and its Affiliates, other than the Company and MLP GPthe MLP) and (B) the Company and the MLP GP have assets and liabilities that are separate from those of other persons (including EnerVest EPCO and its Affiliates, other than the Company and MLP GPthe MLP); provided that the Company and the MLP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined 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 (B) in the case of transactions described in clause (v), such transaction is completed through a public sale auction or a National Securities Exchange.

Appears in 2 contracts

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

Separate Credit. The Company shall, and shall cause MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP DCP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest DEFS or its Affiliates (other than the Company and MLP DCP GP), (vi) not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest DEFS or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP DCP GP), or (vii) use its commercially reasonable efforts to cause the operative documents under which MLP 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 MLP DCP GP from each other and from any other Persons (including EnerVest DEFS and its Affiliates, other than the Company and MLP DCP GP) and (B) the Company and MLP DCP GP have assets and liabilities that are separate from those of other persons (including EnerVest DEFS and its Affiliates, other than the Company and MLP DCP GP); provided that the Company and MLP DCP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined 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 (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

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

Separate Credit. The Company shall, and shall cause MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP SEP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest SESPC or its Affiliates (other than the Company and MLP SEP GP), (vi) not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest SESPC or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP SEP GP), or (vii) use its commercially reasonable efforts to cause the operative documents under which MLP 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 MLP SEP GP from each other and from any other Persons (including EnerVest SESPC and its Affiliates, other than the Company and MLP SEP GP) and (B) the Company and MLP SEP GP have assets and liabilities that are separate from those of other persons (including EnerVest SESPC and its Affiliates, other than the Company and MLP SEP GP); provided that the Company and MLP SEP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined 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 (B) in the case of transactions described in clause (v2.07(e)(v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 2 contracts

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

Separate Credit. The Company shall, and shall cause MLP GP 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 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 MLP GP and Person (except to the extent specified in the Contribution Agreement or the Omnibus Agreement), (iv) shall not hold out their respective its credit as being available to satisfy the obligations or liabilities of any other Person Person, (v) shall not acquire obligations or debt securities (except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest or its the EnCap Partnerships or their respective Affiliates (other than the Company and General Partner) nor the MLP GP)or its Subsidiaries, (vi) shall not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest or any of its the EnCap Partnerships or their respective Affiliates (other than the MLP and or any of its Subsidiaries and, with respect to the Company, other than MLP GPSubsidiaries), or and (vii) shall use its commercially reasonable efforts to cause the operative documents under which MLP GP the Partnership or the General Partner 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 MLP GP from each other and the General Partner from any other Persons (Person, including EnerVest and its Affiliates, other than any Affiliate of the Company and MLP GP) General Partner and (B) the Company Partnership and MLP GP the General Partner have assets and liabilities that are separate from those of other persons (Persons, including EnerVest and its Affiliates, other than any Affiliate of the Company and MLP GP)General Partner; provided that that, the Company and MLP GP Partnership may engage in any transaction described in clauses (v)-(viv) or (vi) of this Section 2.8(e2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the 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 (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

Samples: EV Energy Partners, LP

Separate Credit. The Company shall, and shall cause MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP DCP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest DEFS or its Affiliates (other than the Company and MLP DCP GP), (vi) not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest DEFS or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP DCP GP), or (vii) use its commercially reasonable efforts to cause the operative documents under which MLP 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 MLP DCP GP from each other and from any other Persons (including EnerVest DEFS and its Affiliates, other than the Company and MLP DCP GP) and (B) the Company and MLP DCP GP have assets and liabilities that are separate from those of other persons (including EnerVest DEFS and its Affiliates, other than the Company and MLP DCP GP); provided that the Company and MLP DCP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined 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 (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

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

Separate Credit. The Company shall, and shall cause MLP GP 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 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 MLP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreementits Subsidiaries, (iv) shall not hold out their respective its credit as being available to satisfy the obligations or liabilities of any other Person Person, except to the extent specified in the Contribution Agreement or the Omnibus Agreementits 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 EnerVest EPCO or its Affiliates (other than the Company and members of the Partnership Group) including the MLP, the MLP GP)General Partner or their subsidiaries or TEPPCO, the TEPPCO General Partner or their subsidiaries, (vi) shall not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest or any of Person, except its Affiliates (other than the MLP Subsidiaries, and its Subsidiaries and, with respect to the Company, other than MLP GP), or (vii) shall use its commercially reasonable efforts to cause the operative documents under which MLP GP the 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 MLP GP the General Partner from each other and from any other Persons (Person, including EnerVest and its Affiliates, other than any Affiliate of the Company and MLP GP) General Partner and (B) the Company Partnership and MLP GP the General Partner have assets and liabilities that are separate from those of other persons (Persons, including EnerVest and its Affiliatesany Affiliate of the General Partner; provided, other than that, the Company and MLP GP); provided that the Company and MLP GP Partnership may engage in any transaction described in clauses (v)-(viv) or (vi) of this Section 2.8(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) 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 (Bz) in the case of transactions described in clause (v), such transaction is completed through a public sale auction or a National Securities Exchange.

Appears in 1 contract

Samples: Administrative Services Agreement (Duncan Energy Partners L.P.)

Separate Credit. The Company shall, and shall cause MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP DCP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest DEFS or its Affiliates (other than the Company and MLP DCP GP), (vi) not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest DEFS or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP DCP GP), or (vii) use its commercially reasonable efforts to cause the operative documents under which MLP 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 MLP DCP GP from each other and from any other Persons (including EnerVest DEFS and its Affiliates, other than the Company and MLP DCP GP) and (B) the Company and MLP DCP GP have assets and liabilities that are separate from those of other persons (including EnerVest DEFS and its Affiliates, other than the Company and MLP DCP GP); provided that the Company and MLP DCP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined 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 (B) in the case of transactions described in clause (v), such transaction is completed through a public sale or a National Securities Exchange.v)-

Appears in 1 contract

Samples: Limited Liability Company Agreement

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Separate Credit. The Company shall, and shall cause MLP GP 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 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 MLP GP and Person (except to the extent specified in the Contribution Agreement or the Omnibus Agreement), (iv) shall not hold out their respective its credit as being available to satisfy the obligations or liabilities of any other Person Person, (v) shall not acquire obligations or debt securities (except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest or its the EnCap Partnerships or their respective Affiliates (other than the Company and General Partner) nor the MLP GP)or its Subsidiaries, (vi) shall not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest or the EnCap Partnerships or their respective Affiliates (other 15 than the MLP or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GPSubsidiaries), or and (vii) shall use its commercially reasonable efforts to cause the operative documents under which MLP GP the Partnership or the General Partner 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 MLP GP from each other and the General Partner from any other Persons (Person, including EnerVest and its Affiliates, other than any Affiliate of the Company and MLP GP) General Partner and (B) the Company Partnership and MLP GP the General Partner have assets and liabilities that are separate from those of other persons (Persons, including EnerVest and its Affiliates, other than any Affiliate of the Company and MLP GP)General Partner; provided that that, the Company and MLP GP Partnership may engage in any transaction described in clauses (v)-(viv) or (vi) of this Section 2.8(e2.9(e) if prior Special Approval has been obtained for such transaction and either (A) the 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 (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

Samples: EV Energy Partners, LP

Separate Credit. The Company shall, and shall cause MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and MLP SEP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (v) not acquire debt obligations or debt securities of EnerVest SET or its Affiliates (other than the Company and MLP SEP GP), (vi) not pledge their assets for the benefit of any Person or make loans, advances or capital contributions to EnerVest SET or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP SEP GP), or (vii) use its commercially reasonable efforts to cause the operative documents under which MLP 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 MLP SEP GP from each other and from any other Persons (including EnerVest SET and its Affiliates, other than the Company and MLP SEP GP) and (B) the Company and MLP SEP GP have assets and liabilities that are separate from those of other persons (including EnerVest SET and its Affiliates, other than the Company and MLP SEP GP); provided that the Company and MLP SEP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined 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 (B) in the case of transactions described in clause (v2.07(e)(v), such transaction is completed through a public sale or a National Securities Exchange.

Appears in 1 contract

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

Separate Credit. The Company shall, and shall cause the MLP 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 guarantee or become obligated for the debts of any other Person, other than the Company and and/or one or more members of the MLP GP and except to the extent specified in the Contribution Agreement or the Omnibus AgreementGroup, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person Person, except to the extent specified in the Contribution Agreement or the Omnibus Agreementtheir respective Subsidiaries, (v) not acquire debt obligations or debt securities of EnerVest EPCO or its Affiliates (other than the Company and other members of the MLP GPGroup and/or the Company), (vi) not pledge their respective assets for the benefit of any Person or make loansloans or advances to any Person, advances or capital contributions to EnerVest or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GP)except their respective Subsidiaries, or (vii) use its commercially reasonable efforts to cause the operative documents under which the MLP GP 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 GP from each other and from any other Persons (Persons, including EnerVest and its Affiliates, other than any Affiliate of the Company and MLP GP) and (B) the Company and the MLP GP have assets and liabilities that are separate from those of other persons (persons, including EnerVest and its Affiliates, other than any Affiliate of the Company and MLP GP)Company; provided that the Company and the MLP GP may engage in any transaction described in clauses (v)-(viiii)-(vi) of this Section 2.8(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined 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 or (B) in the case of transactions described in clause (v), such transaction is completed through a public sale auction or a National Securities Exchange.

Appears in 1 contract

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

Separate Credit. The Company shall, and shall cause the members of the MLP GP 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 and/or one or more members of the MLP GP and except to the extent specified in the Contribution Agreement or the Omnibus AgreementGroup, (iv) not hold out their respective credit as being available to satisfy the obligations or liabilities of any other Person Person, except to members of the extent specified in the Contribution Agreement or the Omnibus AgreementMLP Group, (v) not acquire debt obligations or debt securities of EnerVest EPCO or its Affiliates (other than the Company and other members of the MLP GPGroup and/or the Company), (vi) not pledge their assets for the benefit make loans or advances to any Person, except members of any Person or make loans, advances or capital contributions to EnerVest or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GP)Group, or (vii) use its their commercially reasonable efforts to cause the operative documents under which MLP GP 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 MLP GP TEPPCO from each other and from any other Persons (Persons, including EnerVest EPCO and its Affiliates, other than the Company and other members of the MLP GPGroup and/or the Company) and (B) the Company and MLP GP TEPPCO have assets and liabilities that are separate from those of other persons (Persons, including EnerVest EPCO and its Affiliates, other than the Company and other members of the MLP GPGroup and/or the Company); provided that the Company and MLP GP TEPPCO may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(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 (B) in the case of transactions described in clause (v), such transaction is completed through a public sale auction or a National Securities Exchange.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Teppco Partners Lp)

Separate Credit. The Company shall, and shall cause the MLP GP 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 guarantee or become obligated for the debts of any other Person, other than the Company and the MLP GP and except to the extent specified in the Contribution Agreement or the Omnibus Agreement, (iv) not hold out their respective its credit as being available to satisfy the obligations or liabilities of any other Person except to the extent specified in the Contribution Agreement or the Omnibus AgreementPerson, (v) not acquire debt obligations or debt securities of EnerVest EPCO or its Affiliates (other than the Company and MLP GPand/or the Company), (vi) not pledge their its assets for the benefit of any Person or make loans, loans or advances or capital contributions to EnerVest or any of its Affiliates (other than the MLP and its Subsidiaries and, with respect to the Company, other than MLP GP)Person, or (vii) use its commercially reasonable efforts to cause the operative documents under which the MLP 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 EnerVest EPCO and its Affiliates, other than the Company and MLP GPthe MLP) and (B) the Company and the MLP GP have assets and liabilities that are separate from those of other persons (including EnerVest EPCO and its Affiliates, other than the Company and MLP GPthe MLP); provided that the Company and the MLP GP may engage in any transaction described in clauses (v)-(vi) of this Section 2.8(e2.07(e) if prior Special Approval has been obtained for such transaction and either (A) the Audit and Conflicts Committee has determined 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 (B) in the case of transactions described in clause (v), such transaction is completed through a public sale auction or a National Securities Exchange.

Appears in 1 contract

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

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