Common use of Separate Records Clause in Contracts

Separate Records. The Company shall, and shall cause each Group Member to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Summit Midstream Partners, LP), Limited Liability Company Agreement, Limited Liability Company Agreement (Empire Petroleum Partners, LP)

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Separate Records. The Company shall, and shall cause each Group Member the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the Partnership or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law.

Appears in 7 contracts

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

Separate Records. The Company shall, and shall cause each Group Member the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the Partnership or the Company (1x) is treated as a “disregarded entity” for tax purposes or (2y) is not otherwise required to file tax returns under Applicable Law applicable law or (B) as may otherwise be required by Applicable Lawapplicable law.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Western Midstream Partners, LP), Limited Liability Company Agreement (SemGroup Energy Partners, L.P.), Limited Liability Company Agreement (SemGroup Energy Partners, L.P.)

Separate Records. The Company shall, and shall cause each Group Member the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the Partnership or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law.

Appears in 5 contracts

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

Separate Records. The Company shall, and shall cause each Group Member the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the Partnership or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law applicable law or (B) as may otherwise be required by Applicable Lawapplicable law.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Rose Rock Midstream, L.P.), Limited Liability Company Agreement (Rose Rock Midstream, L.P.), Limited Liability Company Agreement (Rentech Nitrogen Partners, L.P.)

Separate Records. The Company shall, and shall cause each Group Member the MLP to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the MLP or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law applicable law or (B) as may otherwise be required by Applicable Lawapplicable law.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Mid-Con Energy Partners, LP), Limited Liability Company Agreement, Limited Liability Company Agreement (Mid-Con Energy Partners, LP)

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Separate Records. The Company shall, and shall cause each Group Member the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the Partnership or the Company (1x) is treated as a “disregarded entity” for tax purposes or (2y) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Western Midstream Partners, LP), Limited Liability Company Agreement (Western Midstream Operating, LP), Limited Liability Company Agreement (Quest Energy Partners, L.P.)

Separate Records. The Company shall, and shall cause each Group Member the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the Partnership or the Company (1x) is treated as a “disregarded entity” for tax purposes or (2y) is not otherwise required to file tax returns under Applicable Law applicable law or (B) as may otherwise be required by Applicable Law.applicable law. WESTERN GAS EQUITY HOLDINGS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Appears in 3 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Western Gas Equity Partners, LP), Limited Liability Company Agreement (Western Gas Equity Partners, LP)

Separate Records. The Company shall, and shall cause each Group Member the Partnership to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member the Partnership or the Company (1x) is treated as a “disregarded entity” for tax purposes or (2y) is not otherwise required to file tax returns under Applicable Law applicable law or (B) as may otherwise be required by Applicable Law.applicable law. WESTERN GAS HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Appears in 1 contract

Samples: Limited Liability Company Agreement (Western Gas Partners LP)

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