Common use of TERM; SERVICES Clause in Contracts

TERM; SERVICES. In exchange for the reimbursement described in Section 3.1, the Administrator agrees to provide the Partnership General Partner with the administrative services listed below and such additional services as the Partnership General Partner may establish and authorize the Administrator to provide from time to time (the services to be provided by the Administrator being herein referred to as the "Services"): (i) The day-to-day supervision, administrative liaison and related services, including, without limitation legal, accounting, planning support, budgeting support, technical, insurance administration, treasury services, tax and external audit services required in connection with the business and affairs of the Partnership General Partner and the Partnerships. (ii) The commercial, marketing and operations support required to conduct the commercial activities and operations of the Partnerships. (iii) The preparation for signature by an authorized officer of all documents and instruments required to be signed by or otherwise appropriate for signature by the Partnership General Partner. (iv) The maintenance of capital accounts for each owner of any Partnership that is required to maintain capital accounts. (v) The calculation of available cash of any Partnership that is required to do so and the making of all distributions of cash authorized by the Partnership General Partner or otherwise required to be made. (vi) The taking or provision of custody of funds, notes, drafts, acceptances, commercial paper and other securities belonging to any Partnership; maintain bank accounts in one or more banking institutions; deposit funds of the Partnership General Partner or any Partnership in its respective accounts and disburse funds therefrom, in each case as necessary to satisfy the obligations of each of them in connection with the conduct of its business and affairs; invest available funds of the Partnership General Partner or any Partnership; and keep appropriate records in connection with all the above transactions. (vii) The maintenance of all books and records relating to the business and affairs of the Partnership General Partner and any Partnership. (viii) The preparation and submission each year of an estimate of distributable cash flows, operating expenses, equity earnings, investment income, interest expense, direct charges, equity contributions and capital expenditures (and a financing plan relating to such contributions or expenditures, if necessary) of the Partnerships that the Administrator anticipates for the ensuing calendar year. Except as the Partnership General Partner may otherwise direct, any budgets approved by the Partnership General Partner shall constitute authorization of the Administrator to incur the expenditures contained therein on behalf of the Partnership General Partner or any Partnership. (ix) The preparation of all tax returns and the administration of the tax matters relating to any Partnership. (x) The transfer of interests or issuance of new interests in any Partnership and the admission of substitute or new partners, members or shareholders, as authorized by the Partnership General Partner. (xi) The conduct of such internal audits as may be requested from time to time by the Partnership General Partner. The above Services will be performed in accordance with such policies and directives as may be issued from time to time by the Partnership General Partner.

TERM; SERVICES. In exchange for the reimbursement described in Section 3.1, the Administrator agrees to provide the Partnership OLP General Partner with the administrative services listed below and such additional services as the Partnership OLP General Partner may establish and authorize the Administrator to provide from time to time (the services to be provided by the Administrator being herein referred to as the "Services"): (i) The day-to-day supervision, administrative liaison and related services, including, without limitation legal, accounting, planning support, budgeting support, technical, insurance administration, treasury services, tax and external audit services required in connection with the business and affairs of the Partnership OLP General Partner and the PartnershipsPartner. (ii) The commercial, marketing and operations support required to conduct the commercial activities and operations of the Partnerships. (iii) The preparation for signature by an authorized officer of all documents and instruments required to be signed by or otherwise appropriate for signature by the Partnership OLP General Partner. (iviii) The maintenance of capital accounts for each owner of any Partnership OLP that is required to maintain capital accounts. (viv) The calculation of available cash Available Cash of any Partnership OLP that is required to do so calculate Available Cash and the making of all distributions of cash authorized by the Partnership OLP General Partner or otherwise required to be made. (viv) The taking or provision of custody of funds, notes, drafts, acceptances, commercial paper and other securities belonging to any PartnershipOLP; maintain bank accounts in one or more banking institutions; deposit funds of the Partnership OLP General Partner or any Partnership OLP in its respective accounts and disburse funds therefrom, in each case as necessary to satisfy the obligations of each of them in connection with the conduct of its business and affairs; invest available funds of the Partnership OLP General Partner or any PartnershipOLP; and keep appropriate records in connection with all the above transactions. (viivi) The maintenance of all books and records relating to the business and affairs of the Partnership OLP General Partner and any PartnershipOLP. (viiivii) The preparation and submission each year of an estimate of distributable cash flows, operating expenses, equity earnings, investment income, interest expense, direct charges, equity contributions and capital expenditures (and a financing plan relating to such contributions or expenditures, if necessary) of the Partnerships any OLP that the Administrator anticipates for the ensuing calendar year. Except as the Partnership General Partner may otherwise direct, any budgets approved by the Partnership General Partner shall constitute authorization of the Administrator to incur the expenditures contained therein on behalf of the Partnership General Partner or any Partnership. (ix) The preparation of all tax returns and the administration of the tax matters relating to any Partnership. (x) The transfer of interests or issuance of new interests in any Partnership and the admission of substitute or new partners, members or shareholders, as authorized by the Partnership General Partner. (xi) The conduct of such internal audits as may be requested from time to time by the Partnership General Partner. The above Services will be performed in accordance with such policies and directives as may be issued from time to time by the Partnership General Partner.OLP General