Authority of the General. Partner -------------------------------------------- A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall, except and subject to the extent otherwise provided or limited in this Agreement, have all specific rights and powers required or appropriate to its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers to: (i) expend the Capital Contributions of the Partners and apply Partnership Revenues in furtherance of the business of the Partnership; (ii) acquire, explore, develop, manage and operate Hydrocarbon properties and processing and transportation facilities of all kinds and interests therein (including interests in corporations and partnerships owning Hydrocarbon properties and processing and transportation facilities of all kinds if in the General Partner's judgment such purchase is a necessary or advisable step in acquiring interests in Producing Properties held by any such corporation or partnership, provided, no such purchase will be made for the purpose of investment in the securities of any such corporation or partnership, the Partnership will not conduct or participate in a hostile tender offer, and no such purchase will be made unless there is assurance that sufficient control of the corporation or partnership can be obtained in the initial acquisition to liquidate it, and it is determined the purchase would not thereby render the Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Partnership in redemption for the Partnership's interest in such corporation or partnership) of all kinds and hold all such property, interests and units in the name of the Partnership; provided, however, that in connection therewith, the General Partner shall, contemporaneously with the acquisition of a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code (or comparable law) and/or in the real property records of the clerk or recorder of the county in which the Producing Property is situated; and, provided, further, that filings of such conveyances or agreements shall also be made as the General Partner believes necessary to establish the Partnership's priority of interest; and, provided, further, Producing Properties may be held in the name of Geodyne Nominee Corporation, or such other entity designated by the General Partner whose only business is to hold title, as nominee for the Partnership if such action is deemed by the General Partner to be necessary or beneficial to the Partnership and the nominee conducts no other business or operations; provided, however, no Producing Properties shall be held in the name of a nominee on a permanent basis unless the General Partner obtains either a ruling from the Internal Revenue Service or an opinion of qualified tax counsel to the effect that such arrangement does not change the ownership status of the Partnership for federal income tax purposes; (iii) execute such instruments and agreements, do such acts, employ such persons and contract for such services as the General Partner determines are necessary or appropriate to conduct the Partnership's business, including the employment of the General Partner or any Affiliate as an operator, and the entering into management and advisory contracts; (iv) execute, in the name of the Partnership, contracts for the sale of Hydrocarbons and division orders and transfer orders as necessary or incident to the sale of production on behalf of the Partnership; (v) produce, treat, transport and market Hydrocarbons, execute processing contracts and transportation contracts and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Partnership, whether or not extending beyond the term of the Partnership; (vi) execute offers for United States and any state Leases on behalf of the Partnership; execute and file requests for approval of assignments of interests in United States and any state Leases, together with any and all contracts for the option, sale or purchase of such Leases or the sale or purchase of any products therefrom; execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of xxxxx and production, designations of operator, Lease bonds, operator's bonds and consents of surety; and in general do all things necessary or desirable on behalf of the Partnership regarding any United States or state Leases or offers therefor; (vii) enter into any partnership agreement, sharing arrangement or joint venture with any Person acceptable to the General Partner and which is engaged in any business or transaction in which the Partnership is authorized to engage, provided that the Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended; (viii) enter into and execute drilling contracts, Farmout agreements, operating agreements, unitization agreements, pooling agreements, unit or pooling designations, recycling contracts, dry hole, bottom hole and acreage contribution letters and agreements, participation agreements, agreements and conveyances respecting rights-of-way, agreements respecting surface and subsurface storage and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, exploration, development, operation or abandonment of any Leases, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to conduct the business of the Partnership; (ix) pay or elect not to pay delay rentals on Partnership Properties as appropriate in the judgment of the General Partner, it being understood that the General Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure were due to any reason other than negligence or lack of good faith; (x) abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the Partnership upon such terms and for such consideration as the General Partner may determine; (xi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the Partnership and devote and expend the proceeds of any such sale for any of the purposes of the Partnership for which the proceeds of borrowings may be applied; (xii) borrow monies from time to time, for the purposes and subject to the limitations stated in Section 4.3C, in the form of recourse or nonrecourse borrowings, or otherwise draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and secure the payments of the sums so borrowed and mortgage, pledge or assign in trust all or any part of Partnership Property, including Producing Properties, production and proceeds of production, or assign any monies owing or to be owing to the Partnership, and engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the Partnership shall not have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor; (xiii) invest Capital Contributions and other Partnership funds temporarily in the investments set forth in Section 10.3; (xiv) employ on behalf of the Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help and such other assistance and consulting and other services as the General Partner may deem necessary or convenient and to pay therefor such remuneration as the General Partner may deem reasonable and appropriate; (xv) purchase, lease, rent or otherwise acquire or obtain the use of machinery, equipment, tools, materials, and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient or advisable in connection with carrying on the business of the Partnership, purchase and establish adequate inventories of equipment and material required or expected to be required in connection with its operations, dispose of tangible lease and well equipment for use or used in connection with Partnership Property, and incur expenses for travel, telephone, telegraph, insurance and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on and performing the business of the Partnership; (xvi) enter into such agreements and contracts with such parties and give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate; (xvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm or corporation on behalf of the Partnership; (xviii) xxx and be sued, pursue and participate in arbitration proceedings, complain and defend and settle and compromise claims or causes of action in the name and on behalf of the Partnership; (xix) make such classifications and determinations as the General Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices; (xx) purchase insurance, or extend the General Partner's or its Affiliates' insurance, at the Partnership's expense, to protect the Partnership Property and the business of the Partnership against loss, and to protect the General Partner against liability to third parties arising out of Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the General Partner deems appropriate; (xxi) pay all ad valorem taxes levied or assessed against the Partnership Properties, all taxes upon or measured by the production of Hydrocarbons therefrom and all other taxes (other than income taxes) directly related to operations conducted by the Partnership; (xxii) enter into agreements on behalf of the Partnership with Affiliates; (xxiii) sell or otherwise dispose of for value all or substantially all of the properties and other assets of the Partnership to the General Partner or any of its Affiliates or Affiliated Programs or any other Person and receive for the Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and in such forms of consideration as it deems in the best interests of the Unit Holders; provided, however, that no such sale shall be consummated without the prior Consent of the Unit Holders pursuant to the provisions of Section 4. 5D of this Agreement. In the event of the dissolution of the Partnership followed by any such sale of the Partnership's assets, the General Partner shall, subject to the provisions of Section 9.2 of this Agreement, be appointed the Liquidating Agent for the Partnership; (xxiv) make, exercise or deliver any general assignment for the benefit of the Partnership's creditors, but only upon the prior Consent of the Unit Holders pursuant to the provisions of Section 4.5D; (xxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the Partnership; (xxvi) perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, each of the Unit Holders having less than a 1% interest in Revenues unless such Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf; and (xxvii) cause the Partnership to redeem or repurchase the Units held by a Unit Holder at a purchase price determined by the General Partner if at any time the Partnership or General Partner receives an opinion of counsel that there exists substantial risks of cancellation or forfeiture of any property in which the Partnership has an interest because of the citizenship or other status of that Unit Holder. B. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Iii-G), Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Iii-G)
Authority of the General. Partner -----------------------------------------------------------------------------------------
A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall, except and subject to the extent otherwise provided or limited in this Agreement, have all specific rights and powers required or appropriate to its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers to:
(i) expend the Capital Contributions of the Partners and apply Partnership Revenues in furtherance of the business of the Partnership;
(ii) acquire, explore, develop, manage and operate Hydrocarbon properties and processing and transportation facilities of all kinds and interests therein (including interests in corporations and partnerships owning Hydrocarbon properties and processing and transportation facilities of all kinds if in the General Partner's judgment such purchase is a necessary or advisable step in acquiring interests in Producing Properties held by any such corporation or partnership, provided, no such purchase will be made for the purpose of investment in the securities of any such corporation or partnership, the Partnership will not conduct or participate in a hostile tender offer, and no such purchase will be made unless there is assurance that sufficient control of the corporation or partnership can be obtained in the initial acquisition to liquidate it, and it is determined the purchase would not thereby render the Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Partnership in redemption for the Partnership's interest in such corporation or partnership) of all kinds and hold all such property, interests and units in the name of the Partnership; provided, however, that in connection therewith, the General Partner shall, contemporaneously with the acquisition of a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code (or comparable law) and/or in the real property records of the clerk or recorder of the county in which the Producing Property is situated; and, provided, further, that filings of such conveyances or agreements shall also be made as the General Partner believes necessary to establish the Partnership's priority of interest; and, provided, further, Producing Properties may be held in the name of Geodyne Nominee Corporation, or such other entity designated by the General Partner whose only business is to hold title, as a nominee for the Partnership if such action is deemed by the General Partner to be necessary or beneficial to the Partnership and the nominee holding title conducts no other business or operations; provided, however, no Producing Properties shall be held in the name of a nominee on a permanent basis unless the General Partner obtains either a ruling from the Internal Revenue Service or an opinion of qualified tax counsel to the effect that such arrangement does not change the ownership status of the Partnership for federal income tax purposes;
(iii) execute such instruments and agreements, do such acts, employ such persons and contract for such services as the General Partner determines are necessary or appropriate to conduct the Partnership's business, including the employment of the General Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Partnership, contracts for the sale of Hydrocarbons and division orders and transfer orders as necessary or incident to the sale of production on behalf of the Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts and transportation contracts and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Partnership, whether or not extending beyond the term of the Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Partnership; execute and file requests for approval of assignments of interests in United States and any state Leases, together with any and all contracts for the option, sale or purchase of such Leases or the sale or purchase of any products therefrom; execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of xxxxx wells and productionxroduction, designations of operator, Lease bonds, operator's bonds and consents of surety; and in general do all things necessary or desirable on behalf of the Partnership regarding any United States or state Leases or offers therefor;
(vii) enter into any partnership agreement, sharing arrangement or joint venture with any Person acceptable to the General Partner and which is engaged in any business or transaction in which the Partnership is authorized to engage, provided that the Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(viii) enter into and execute drilling contracts, Farmout agreements, operating agreements, unitization agreements, pooling agreements, unit or pooling designations, recycling contracts, dry hole, bottom hole and acreage contribution letters and agreements, participation agreements, agreements and conveyances respecting rights-of-way, agreements respecting surface and subsurface storage and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, exploration, development, operation or abandonment of any Leases, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to conduct the business of the Partnership;
(ix) pay or elect not to pay delay rentals on Partnership Properties as appropriate in the judgment of the General Partner, it being understood that the General Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure were due to any reason other than negligence or lack of good faith;
(x) abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the Partnership upon such terms and for such consideration as the General Partner may determine;
(xi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the Partnership and devote and expend the proceeds of any such sale for any of the purposes of the Partnership for which the proceeds of borrowings may be applied;
(xii) borrow monies from time to time, for the purposes and subject to the limitations stated in Section 4.3C, in the form of recourse or nonrecourse borrowings, or otherwise draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and secure the payments of the sums so borrowed and mortgage, pledge or assign in trust all or any part of Partnership Property, including Producing Properties, production and proceeds of production, or assign any monies owing or to be owing to the Partnership, and engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the Partnership shall not have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor;
(xiii) invest Capital Contributions and other Partnership funds temporarily in the investments set forth in Section 10.3;
(xiv) employ on behalf of the Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help and such other assistance and consulting and other services as the General Partner may deem necessary or convenient and to pay therefor such remuneration as the General Partner may deem reasonable and appropriate;
(xv) purchase, lease, rent or otherwise acquire or obtain the use of machinery, equipment, tools, materials, and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient or advisable in connection with carrying on the business of the Partnership, purchase and establish adequate inventories of equipment and material required or expected to be required in connection with its operations, dispose of tangible lease and well equipment for use or used in connection with Partnership Property, and incur expenses for travel, telephone, telegraph, insurance and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on and performing the business of the Partnership;
(xvi) enter into such agreements and contracts with such parties and give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate;
(xvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm or corporation on behalf of the Partnership;
(xviii) xxx sue and be suedxxed, pursue and participate in arbitration proceedings, complain and defend and settle and compromise claims or causes of action in the name and on behalf of the Partnership;
(xix) make such classifications and determinations as the General Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xx) purchase insurance, or extend the General Partner's or its Affiliates' insurance, at the Partnership's expense, to protect the Partnership Property and the business of the Partnership against loss, and to protect the General Partner against liability to third parties arising out of Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the General Partner deems appropriate;
(xxi) pay all ad valorem taxes levied or assessed against the Partnership Properties, all taxes upon or measured by the production of Hydrocarbons therefrom and all other taxes (other than income taxes) directly related to operations conducted by the Partnership;
(xxii) enter into agreements on behalf behal of the Partnership thx Xxrtnership with Affiliates;
(xxiii) sell or otherwise dispose of for value all or substantially all of the properties and other assets of the Partnership to the General Partner or any of its Affiliates or Affiliated Programs or any other Person and receive for the Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and in such forms of consideration as it deems in the best interests of the Unit Holders; provided, however, that no such sale shall be consummated without the prior Consent of the Unit Holders pursuant to the provisions of Section 4. 5D 4.5D of this Agreement. In the event of the dissolution of the Partnership followed by any such sale of the Partnership's assets, the General Partner shall, subject to the provisions of Section 9.2 of this Agreement, be appointed the Liquidating Agent for the Partnership;
(xxiv) make, exercise or deliver any general assignment for the benefit of the Partnership's creditors, but only upon the prior Consent of the Unit Holders pursuant to the provisions of Section 4.5D;
(xxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the Partnership;
(xxvi) perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, each of the Unit Holders having less than a 1% interest in Revenues unless such Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf; and
(xxvii) cause the Partnership to redeem or repurchase the Units held by a Unit Holder at a purchase price determined by the General Partner if at any time the Partnership or General Partner receives an opinion of counsel that there exists substantial risks of cancellation or forfeiture of any property in which the Partnership has an interest because of the citizenship or other status of that Unit Holder.
B. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.
Appears in 1 contract
Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Iii-G)
Authority of the General. Partner -----------------------------------------------------------------------------------------
A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall, except and subject to the extent otherwise provided or limited in this Agreement, have all specific rights and powers required or appropriate to its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers to:
(i) expend the Capital Contributions of the Partners and apply Partnership Revenues in furtherance of the business of the Partnership;
(ii) acquire, explore, develop, manage and operate Hydrocarbon properties and processing and transportation facilities of all kinds and interests therein (including interests in corporations and partnerships owning Hydrocarbon properties and processing and transportation facilities of all kinds if in the General Partner's judgment such purchase is a necessary or advisable step in acquiring interests in Producing Properties held by any such corporation or partnership, provided, no such purchase will be made for the purpose of investment in the securities of any such corporation or partnership, the Partnership will not conduct or participate in a hostile tender offer, and no such purchase will be made unless there is assurance that sufficient control of the corporation or partnership can be obtained in the initial acquisition to liquidate it, and it is determined the purchase would not thereby render the Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Partnership in redemption for the Partnership's interest in such corporation or partnership) of all kinds and hold all such property, interests and units in the name of the Partnership; provided, however, that in connection therewith, the General Partner shall, contemporaneously with the acquisition of a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code (or comparable law) and/or in the real property records of the clerk or recorder of the county in which the Producing Property is situated; and, provided, further, that filings of such conveyances or agreements shall also be made as the General Partner believes necessary to establish the Partnership's priority of interest; and, provided, further, Producing Properties may be held in the name of Geodyne Nominee Corporation, or such other entity designated by the General Partner whose only business is to hold title, as nominee for the Partnership if such action is deemed by the General Partner to be necessary or beneficial to the Partnership and the nominee conducts no other business or operations; provided, however, no Producing Properties shall be held in the name of a nominee on a permanent basis unless the General Partner obtains either a ruling from the Internal Revenue Service or an opinion of qualified tax counsel to the effect that such arrangement does not change the ownership status of the Partnership for federal income tax purposes;
(iii) execute such instruments and agreements, do such acts, employ such persons and contract for such services as the General Partner determines are necessary or appropriate to conduct the Partnership's business, including the employment of the General Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Partnership, contracts for the sale of Hydrocarbons and division orders and transfer orders as necessary or incident to the sale of production on behalf of the Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts and transportation contracts and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Partnership, whether or not extending beyond the term of the Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Partnership; execute and file requests for approval of assignments of interests in United States and any state Leases, together with any and all contracts for the option, sale or purchase of such Leases or the sale or purchase of any products therefrom; execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of xxxxx and production, designations of operator, Lease bonds, operator's bonds and consents of surety; and in general do all things necessary or desirable on behalf of the Partnership regarding any United States or state Leases or offers therefor;
(vii) enter into any partnership agreement, sharing arrangement or joint venture with any Person acceptable to the General Partner and which is engaged in any business or transaction in which the Partnership is authorized to engage, provided that the Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(viii) enter into and execute drilling contracts, Farmout agreements, operating agreements, unitization agreements, pooling agreements, unit or pooling designations, recycling contracts, dry hole, bottom hole and acreage contribution letters and agreements, participation agreements, agreements and conveyances respecting rights-of-way, agreements respecting surface and subsurface storage and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, exploration, development, operation or abandonment of any Leases, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to conduct the business of the Partnership;
(ix) pay or elect not to pay delay rentals on Partnership Properties as appropriate in the judgment of the General Partner, it being understood that the General Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure were due to any reason other than negligence or lack of good faith;
(x) abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the Partnership upon such terms and for such consideration as the General Partner may determine;
(xi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the Partnership and devote and expend the proceeds of any such sale for any of the purposes of the Partnership for which the proceeds of borrowings may be applied;
(xii) borrow monies from time to time, for the purposes and subject to the limitations stated in Section 4.3C, in the form of recourse or nonrecourse borrowings, or otherwise draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and secure the payments of the sums so borrowed and mortgage, pledge or assign in trust all or any part of Partnership Property, including Producing Properties, production and proceeds of production, or assign any monies owing or to be owing to the Partnership, and engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the Partnership shall not have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor;
(xiii) invest Capital Contributions and other Partnership funds temporarily in the investments set forth in Section 10.3;
(xiv) employ on behalf of the Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help and such other assistance and consulting and other services as the General Partner may deem necessary or convenient and to pay therefor such remuneration as the General Partner may deem reasonable and appropriate;
(xv) purchase, lease, rent or otherwise acquire or obtain the use of machinery, equipment, tools, materials, and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient or advisable in connection with carrying on the business of the Partnership, purchase and establish adequate inventories of equipment and material required or expected to be required in connection with its operations, dispose of tangible lease and well equipment for use or used in connection with Partnership Property, and incur expenses for travel, telephone, telegraph, insurance and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on and performing the business of the Partnership;
(xvi) enter into such agreements and contracts with such parties and give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate;
(xvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm or corporation on behalf of the Partnership;
(xviii) xxx and be sued, pursue and participate in arbitration proceedings, complain and defend and settle and compromise claims or causes of action in the name and on behalf of the Partnership;
(xix) make such classifications and determinations as the General Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xx) purchase insurance, or extend the General Partner's ' 5 or its Affiliates' insurance, at the Partnership's expense, to protect the Partnership Property and the business of the Partnership against loss, and to protect the General Partner against liability to third parties arising out of Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the General Partner deems appropriate;
(xxi) pay all ad valorem taxes levied or assessed against the Partnership Properties, all taxes upon or measured by the production of Hydrocarbons therefrom and all other taxes (other than income taxes) directly related to operations conducted by the Partnership;
(xxii) enter into agreements on behalf of the Partnership with Affiliates;
(xxiii) sell or otherwise dispose of for value all or substantially all of the properties and other assets of the Partnership to the General Partner or any of its Affiliates or Affiliated Programs or any other Person and receive for the Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and in such forms of consideration as it deems in the best interests of the Unit Holders; provided, however, that no such sale shall be consummated without the prior Consent of the Unit Holders pursuant to the provisions of Section 4. 5D 4.5D of this Agreement. In the event of the dissolution of the Partnership followed by any such sale of the Partnership's assets, the General Partner shall, subject to the provisions of Section 9.2 of this Agreement, be appointed the Liquidating Agent for the Partnership;
(xxiv) make, exercise or deliver any general assignment for the benefit of the Partnership's creditors, but only upon the prior Consent of the Unit Holders pursuant to the provisions of Section 4.5D;
(xxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the Partnership;
(xxvi) perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, each of the Unit Holders having less than a 1% interest in Revenues unless such Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf; and
(xxvii) cause the Partnership to redeem or repurchase the Units held by a Unit Holder at a purchase price determined by the General Partner if at any time the Partnership or General Partner receives an opinion of counsel that there exists substantial risks of cancellation or forfeiture of any property in which the Partnership has an interest because of the citizenship or other status of that Unit Holder.
B. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.
Appears in 1 contract
Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Iii-G)
Authority of the General. Partner -----------------------------------------------------------------------------------------
A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall, except and subject to the extent otherwise provided or limited in this Agreement, have all specific rights and powers required or appropriate to its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers to:
(i) expend the Capital Contributions of the Partners and apply Partnership Revenues in furtherance of the business of the Partnership;
(ii) acquire, explore, develop, manage and operate Hydrocarbon properties and processing and transportation facilities of all kinds and interests therein (including interests in corporations and partnerships owning Hydrocarbon properties and processing and transportation facilities of all kinds if in the General Partner's judgment such purchase is a necessary or advisable step in acquiring interests in Producing Properties held by any such corporation or partnership, provided, no such purchase will be made for the purpose of investment in the securities of any such corporation or partnership, the Partnership will not conduct or participate in a hostile tender offer, and no such purchase will be made unless there is assurance that sufficient control of the corporation or partnership can be obtained in the initial acquisition to liquidate it, and it is determined the purchase would not thereby render the Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Partnership in redemption for the Partnership's interest in such corporation or partnership) of all kinds and hold all such property, interests and units in the name of the Partnership; provided, however, that in connection therewith, the General Partner shall, contemporaneously with the acquisition of a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code (or comparable law) and/or in the real property records of the clerk or recorder of the county in which the Producing Property is situated; and, provided, further, that filings of such conveyances or agreements shall also be made as the General Partner believes necessary to establish the Partnership's priority of interest; and, provided, further, Producing Properties may be held in the name of Geodyne Nominee Corporation, or such other entity designated by the General Partner whose only business is to hold title, as a nominee for the Partnership if such action is deemed by the General Partner to be necessary or beneficial to the Partnership and the nominee holding title conducts no other business or operations; provided, however, no Producing Properties shall be held in the name of a nominee on a permanent basis unless the General Partner obtains either a ruling from the Internal Revenue Service or an opinion of qualified tax counsel to the effect that such arrangement does not change the ownership status of the Partnership for federal income tax purposes;
(iii) execute such instruments and agreements, do such acts, employ such persons and contract for such services as the General Partner determines are necessary or appropriate to conduct the Partnership's business, including the employment of the General Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Partnership, contracts for the sale of Hydrocarbons and division orders and transfer orders as necessary or incident to the sale of production on behalf of the Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts and transportation contracts and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Partnership, whether or not extending beyond the term of the Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Partnership; execute and file requests for approval of assignments of interests in United States and any state Leases, together with any and all contracts for the option, sale or purchase of such Leases or the sale or purchase of any products therefrom; execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of xxxxx and production, designations of operator, Lease bonds, operator's bonds and consents of surety; and in general do all things necessary or desirable on behalf of the Partnership regarding any United States or state Leases or offers therefor;
(vii) enter into any partnership agreement, sharing arrangement or joint venture with any Person acceptable to the General Partner and which is engaged in any business or transaction in which the Partnership is authorized to engage, provided that the Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(viii) enter into and execute drilling contracts, Farmout agreements, operating agreements, unitization agreements, pooling agreements, unit or pooling designations, recycling contracts, dry hole, bottom hole and acreage contribution letters and agreements, participation agreements, agreements and conveyances respecting rights-of-way, agreements respecting surface and subsurface storage and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, exploration, development, operation or abandonment of any Leases, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to conduct the business of the Partnership;
(ix) pay or elect not to pay delay rentals on Partnership Properties as appropriate in the judgment of the General Partner, it being understood that the General Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure were due to any reason other than negligence or lack of good faith;
(x) abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the Partnership upon such terms and for such consideration as the General Partner may determine;
(xi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the Partnership and devote and expend the proceeds of any such sale for any of the purposes of the Partnership for which the proceeds of borrowings may be applied;
(xii) borrow monies from time to time, for the purposes and subject to the limitations stated in Section 4.3C, in the form of recourse or nonrecourse borrowings, or otherwise draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and secure the payments of the sums so borrowed and mortgage, pledge or assign in trust all or any part of Partnership Property, including Producing Properties, production and proceeds of production, or assign any monies owing or to be owing to the Partnership, and engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the Partnership shall not have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor;
(xiii) invest Capital Contributions and other Partnership funds temporarily in the investments set forth in Section 10.3;
(xiv) employ on behalf of the Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help and such other assistance and consulting and other services as the General Partner may deem necessary or convenient and to pay therefor such remuneration as the General Partner may deem reasonable and appropriate;
(xv) purchase, lease, rent or otherwise acquire or obtain the use of machinery, equipment, tools, materials, and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient or advisable in connection with carrying on the business of the Partnership, purchase and establish adequate inventories of equipment and material required or expected to be required in connection with its operations, dispose of tangible lease and well equipment for use or used in connection with Partnership Property, and incur expenses for travel, telephone, telegraph, insurance and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on and performing the business of the Partnership;
(xvi) enter into such agreements and contracts with such parties and give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate;
(xvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm or corporation on behalf of the Partnership;
(xviii) xxx and be sued, pursue and participate in arbitration proceedings, complain and defend and settle and compromise claims or causes of action in the name and on behalf of the Partnership;
(xix) make such classifications and determinations as the General Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xx) purchase insurance, or extend the General Partner's or its Affiliates' insurance, at the Partnership's expense, to protect the Partnership Property and the business of the Partnership against loss, and to protect the General Partner against liability to third parties arising out of Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the General Partner deems appropriate;
(xxi) pay all ad valorem taxes levied or assessed against the Partnership Properties, all taxes upon or measured by the production of Hydrocarbons therefrom and all other taxes (other than income taxes) directly related to operations conducted by the Partnership;
(xxii) enter into agreements on behalf of the Partnership with Affiliates;
(xxiii) sell or otherwise dispose of for value all or substantially all of the properties and other assets of the Partnership to the General Partner or any of its Affiliates or Affiliated Programs or any other Person and receive for the Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and in such forms of consideration as it deems in the best interests of the Unit Holders; provided, however, that no such sale shall be consummated without the prior Consent of the Unit Holders pursuant to the provisions of Section 4. 5D 4.5D of this Agreement. In the event of the dissolution of the Partnership followed by any such sale of the Partnership's assets, the General Partner shall, subject to the provisions of Section 9.2 of this Agreement, be appointed the Liquidating Agent for the Partnership;
(xxiv) make, exercise or deliver any general assignment for the benefit of the Partnership's creditors, but only upon the prior Consent of the Unit Holders pursuant to the provisions of Section 4.5D;
(xxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the Partnership;
(xxvi) perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, each of the Unit Holders having less than a 1% interest in Revenues unless such Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf; and
(xxvii) cause the Partnership to redeem or repurchase the Units held by a Unit Holder at a purchase price determined by the General Partner if at any time the Partnership or General Partner receives an opinion of counsel that there exists substantial risks of cancellation or forfeiture of any property in which the Partnership has an interest because of the citizenship or other status of that Unit Holder.
B. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.
Appears in 1 contract
Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Iii-G)
Authority of the General. Partner -----------------------------------------------------------------------------------------
A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall, except and subject to the extent otherwise provided or limited in this Agreement, have all specific rights and powers required or appropriate to its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers to:
(i) expend the Capital Contributions of the Partners and apply Partnership Revenues in furtherance of the business of the Partnership;
(ii) acquire, explore, develop, manage and operate Hydrocarbon properties and processing and transportation facilities of all kinds and interests therein (including interests in corporations and partnerships owning Hydrocarbon properties and processing and transportation facilities of all kinds if in the General Partner's judgment such purchase is a necessary or advisable step in acquiring interests in Producing Properties held by any such corporation or partnership, provided, no such purchase will be made for the purpose of investment in the securities of any such corporation or partnership, the Partnership will not conduct or participate in a hostile tender offer, and no such purchase will be made unless there is assurance that sufficient control of the corporation or partnership can be obtained in the initial acquisition to liquidate it, and it is determined the purchase would not thereby render the Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Partnership in redemption for the Partnership's interest in such corporation or partnership) of all kinds and hold all such property, interests and units in the name of the Partnership; provided, however, that in connection therewith, the General Partner shall, contemporaneously with the acquisition of a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code (or comparable law) and/or in the real property records of the clerk or recorder of the county in which the Producing Property is situated; and, provided, further, that filings of such conveyances or agreements shall also be made as the General Partner believes necessary to establish the Partnership's priority of interest; and, provided, further, Producing Properties may be held in the name of Geodyne Nominee Corporation, or such other entity designated by the General Partner whose only business is to hold title, as a nominee for the Partnership if such action is deemed by the General Partner to be necessary or beneficial to the Partnership and the nominee holding title conducts no other business or operations; provided, however, no Producing Properties shall be held in the name of a nominee on a permanent basis unless the General Partner obtains either a ruling from the Internal Revenue Service or an opinion of qualified tax counsel to the effect that such arrangement does not change the ownership status of the Partnership for federal income tax purposes;
(iii) execute such instruments and agreements, do such acts, employ such persons and contract for such services as the General Partner determines are necessary or appropriate to conduct the Partnership's business, including the employment of the General Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Partnership, contracts for the sale of Hydrocarbons and division orders and transfer orders as necessary or incident to the sale of production on behalf of the Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts and transportation contracts and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Partnership, whether or not extending beyond the term of the Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Partnership; execute and file requests for approval of assignments of interests in United States and any state Leases, together with any and all contracts for the option, sale or purchase of such Leases or the sale or purchase of any products therefrom; execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of xxxxx wells and productionproducxxxx, designations of operator, Lease bonds, operator's bonds and consents of surety; and in general do all things necessary or desirable on behalf of the Partnership regarding any United States or state Leases or offers therefor;
(vii) enter into any partnership agreement, sharing arrangement or joint venture with any Person acceptable to the General Partner and which is engaged in any business or transaction in which the Partnership is authorized to engage, provided that the Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(viii) enter into and execute drilling contracts, Farmout agreements, operating agreements, unitization agreements, pooling agreements, unit or pooling designations, recycling contracts, dry hole, bottom hole and acreage contribution letters and agreements, participation agreements, agreements and conveyances respecting rights-of-way, agreements respecting surface and subsurface storage and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, exploration, development, operation or abandonment of any Leases, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to conduct the business of the Partnership;
(ix) pay or elect not to pay delay rentals on Partnership Properties as appropriate in the judgment of the General Partner, it being understood that the General Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure were due to any reason other than negligence or lack of good faith;
(x) abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the Partnership upon such terms and for such consideration as the General Partner may determine;
(xi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the Partnership and devote and expend the proceeds of any such sale for any of the purposes of the Partnership for which the proceeds of borrowings may be applied;
(xii) borrow monies from time to time, for the purposes and subject to the limitations stated in Section 4.3C, in the form of recourse or nonrecourse borrowings, or otherwise draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and secure the payments of the sums so borrowed and mortgage, pledge or assign in trust all or any part of Partnership Property, including Producing Properties, production and proceeds of production, or assign any monies owing or to be owing to the Partnership, and engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the Partnership shall not have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor;
(xiii) invest Capital Contributions and other Partnership funds temporarily in the investments set forth in Section 10.3;
(xiv) employ on behalf of the Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help and such other assistance and consulting and other services as the General Partner may deem necessary or convenient and to pay therefor such remuneration as the General Partner may deem reasonable and appropriate;
(xv) purchase, lease, rent or otherwise acquire or obtain the use of machinery, equipment, tools, materials, and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient or advisable in connection with carrying on the business of the Partnership, purchase and establish adequate inventories of equipment and material required or expected to be required in connection with its operations, dispose of tangible lease and well equipment for use or used in connection with Partnership Property, and incur expenses for travel, telephone, telegraph, insurance and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on and performing the business of the Partnership;
(xvi) enter into such agreements and contracts with such parties and give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate;
(xvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm or corporation on behalf of the Partnership;
(xviii) xxx sue and be sued, pursue xxrsue and participate in arbitration proceedings, complain and defend and settle and compromise claims or causes of action in the name and on behalf of the Partnership;
(xix) make such classifications and determinations as the General Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xx) purchase insurance, or extend the General Partner's or its Affiliates' insurance, at the Partnership's expense, to protect the Partnership Property and the business of the Partnership against loss, and to protect the General Partner against liability to third parties arising out of Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the General Partner deems appropriate;
(xxi) pay all ad valorem taxes levied or assessed against the Partnership Properties, all taxes upon or measured by the production of Hydrocarbons therefrom and all other taxes (other than income taxes) directly related to operations conducted by the Partnership;
(xxii) enter into agreements on behalf of the Partnership with Affiliates;
(xxiii) sell or otherwise dispose of for value all or substantially all of the properties and other assets of the Partnership to the General Partner or any of its Affiliates or Affiliated Programs or any other Person and receive for the Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and in such forms of consideration as it deems in the best interests of the Unit Holders; provided, however, that no such sale shall be consummated without the prior Consent of the Unit Holders pursuant to the provisions of Section 4. 5D 4.5D of this Agreement. In the event of the dissolution of the Partnership followed by any such sale of the Partnership's assets, the General Partner shall, subject to the provisions of Section 9.2 of this Agreement, be appointed the Liquidating Agent for the Partnership;
(xxiv) make, exercise or deliver any general assignment for the benefit of the Partnership's creditors, but only upon the prior Consent of the Unit Holders pursuant to the provisions of Section 4.5D;
(xxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the Partnership;
(xxvi) perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, each of the Unit Holders having less than a 1% interest in Revenues unless such Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf; and
(xxvii) cause the Partnership to redeem or repurchase the Units held by a Unit Holder at a purchase price determined by the General Partner if at any time the Partnership or General Partner receives an opinion of counsel that there exists substantial risks of cancellation or forfeiture of any property in which the Partnership has an interest because of the citizenship or other status of that Unit Holder.
B. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.
Appears in 1 contract
Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Iii-G)
Authority of the General. Partner -----------------------------------------------------------------------------------------
A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall, except and subject to the extent otherwise provided or limited in this Agreement, have all specific rights and powers required or appropriate to its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers to:
(i) expend the Capital Contributions of the Partners and apply Partnership Revenues in furtherance of the business of the Partnership;
(ii) acquire, explore, develop, manage and operate Hydrocarbon properties and processing and transportation facilities of all kinds and interests therein (including interests in corporations and partnerships owning Hydrocarbon properties and processing and transportation facilities of all kinds if in the General Partner's judgment such purchase is a necessary or advisable step in acquiring interests in Producing Properties held by any such corporation or partnership, provided, no such purchase will be made for the purpose of investment in the securities of any such corporation or partnership, the Partnership will not conduct or participate in a hostile tender offer, and no such purchase will be made unless there is assurance that sufficient control of the corporation or partnership can be obtained in the initial acquisition to liquidate it, and it is determined the purchase would not thereby render the Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Partnership in redemption for the Partnership's interest in such corporation or partnership) of all kinds and hold all such property, interests and units in the name of the Partnership; provided, however, that in connection therewith, the General Partner shall, contemporaneously with the acquisition of a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code (or comparable law) and/or in the real property records of the clerk or recorder of the county in which the Producing Property is situated; and, provided, further, that filings of such conveyances or agreements shall also be made as the General Partner believes necessary to establish the Partnership's priority of interest; and, provided, further, Producing Properties may be held in the name of Geodyne Nominee Corporation, or such other entity designated by the General Partner whose only business is to hold title, as a nominee for the Partnership if such action is deemed by the General Partner to be necessary or beneficial to the Partnership and the nominee holding title conducts no other business or operations; provided, however, no Producing Properties shall be held in the name of a nominee on a permanent basis unless the General Partner obtains either a ruling from the Internal Revenue Service or an opinion of qualified tax counsel to the effect that such arrangement does not change the ownership status of the Partnership for federal income tax purposes;
(iii) execute such instruments and agreements, do such acts, employ such persons and contract for such services as the General Partner determines are necessary or appropriate to conduct the Partnership's business, including the employment of the General Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Partnership, contracts for the sale of Hydrocarbons and division orders and transfer orders as necessary or incident to the sale of production on behalf of the Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts and transportation contracts and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Partnership, whether or not extending beyond the term of the Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Partnership; execute and file requests for approval of assignments of interests in United States and any state Leases, together with any and all contracts for the option, sale or purchase of such Leases or the sale or purchase of any products therefrom; execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of xxxxx wells and productionpxxxxxtion, designations of operator, Lease bonds, operator's bonds and consents of surety; and in general do all things necessary or desirable on behalf of the Partnership regarding any United States or state Leases or offers therefor;
(vii) enter into any partnership agreement, sharing arrangement or joint venture with any Person acceptable to the General Partner and which is engaged in any business or transaction in which the Partnership is authorized to engage, provided that the Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(viii) enter into and execute drilling contracts, Farmout agreements, operating agreements, unitization agreements, pooling agreements, unit or pooling designations, recycling contracts, dry hole, bottom hole and acreage contribution letters and agreements, participation agreements, agreements and conveyances respecting rights-of-way, agreements respecting surface and subsurface storage and any other agreements customarily employed in the oil and gas industry in connection with the acquisition, exploration, development, operation or abandonment of any Leases, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to conduct the business of the Partnership;
(ix) pay or elect not to pay delay rentals on Partnership Properties as appropriate in the judgment of the General Partner, it being understood that the General Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure were due to any reason other than negligence or lack of good faith;
(x) abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the Partnership upon such terms and for such consideration as the General Partner may determine;
(xi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the Partnership and devote and expend the proceeds of any such sale for any of the purposes of the Partnership for which the proceeds of borrowings may be applied;
(xii) borrow monies from time to time, for the purposes and subject to the limitations stated in Section 4.3C, in the form of recourse or nonrecourse borrowings, or otherwise draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and secure the payments of the sums so borrowed and mortgage, pledge or assign in trust all or any part of Partnership Property, including Producing Properties, production and proceeds of production, or assign any monies owing or to be owing to the Partnership, and engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the Partnership shall not have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor;
(xiii) invest Capital Contributions and other Partnership funds temporarily in the investments set forth in Section 10.3;
(xiv) employ on behalf of the Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help and such other assistance and consulting and other services as the General Partner may deem necessary or convenient and to pay therefor such remuneration as the General Partner may deem reasonable and appropriate;
(xv) purchase, lease, rent or otherwise acquire or obtain the use of machinery, equipment, tools, materials, and all other kinds and types of real or personal property that may in any way be deemed necessary, convenient or advisable in connection with carrying on the business of the Partnership, purchase and establish adequate inventories of equipment and material required or expected to be required in connection with its operations, dispose of tangible lease and well equipment for use or used in connection with Partnership Property, and incur expenses for travel, telephone, telegraph, insurance and for such other things, whether similar or dissimilar, as may be deemed necessary or appropriate for carrying on and performing the business of the Partnership;
(xvi) enter into such agreements and contracts with such parties and give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the General Partner may deem advisable or appropriate;
(xvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm or corporation on behalf of the Partnership;
(xviii) xxx sue and be suedsxxx, pursue and participate in arbitration proceedings, complain and defend and settle and compromise claims or causes of action in the name and on behalf of the Partnership;
(xix) make such classifications and determinations as the General Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xx) purchase insurance, or extend the General Partner's or its Affiliates' insurance, at the Partnership's expense, to protect the Partnership Property and the business of the Partnership against loss, and to protect the General Partner against liability to third parties arising out of Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the General Partner deems appropriate;
(xxi) pay all ad valorem taxes levied or assessed against the Partnership Properties, all taxes upon or measured by the production of Hydrocarbons therefrom and all other taxes (other than income taxes) directly related to operations conducted by the Partnership;
(xxii) enter into agreements on behalf of the Partnership with Affiliates;
(xxiii) sell or otherwise dispose of for value all or substantially all of the properties and other assets of the Partnership to the General Partner or any of its Affiliates or Affiliated Programs or any other Person and receive for the Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and in such forms of consideration as it deems in the best interests of the Unit Holders; provided, however, that no such sale shall be consummated without the prior Consent of the Unit Holders pursuant to the provisions of Section 4. 5D 4.5D of this Agreement. In the event of the dissolution of the Partnership followed by any such sale of the Partnership's assets, the General Partner shall, subject to the provisions of Section 9.2 of this Agreement, be appointed the Liquidating Agent for the Partnership;
(xxiv) make, exercise or deliver any general assignment for the benefit of the Partnership's creditors, but only upon the prior Consent of the Unit Holders pursuant to the provisions of Section 4.5D;
(xxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the Partnership;
(xxvi) perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings with respect to Partnership tax items; (b) the power to extend the statute of limitations for all Partners with respect to Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, each of the Unit Holders having less than a 1% interest in Revenues unless such Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf; and
(xxvii) cause the Partnership to redeem or repurchase the Units held by a Unit Holder at a purchase price determined by the General Partner if at any time the Partnership or General Partner receives an opinion of counsel that there exists substantial risks of cancellation or forfeiture of any property in which the Partnership has an interest because of the citizenship or other status of that Unit Holder.
B. No person, firm or corporation dealing with the Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.
Appears in 1 contract
Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Iii-G)
