Authority of the Managing Partner. A. In addition to any other rights and powers which the Managing Partner may possess under this Agreement and the Act, the Managing 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 NPI 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 NPI Partnership revenues, subject to Section 4.3C of this Agreement, in furtherance of the business of the NPI Partnership;
(ii) acquire and manage Net Profits Interests and Royalty interests in Hydrocarbon properties and hold all such property and interests in the name of the NPI Partnership; provided, however, that in connection therewith, the Managing Partner shall, contemporaneously with the acquisition of an interest in a Producing Property, or as soon as practicable thereafter, file or cause to be filed for recordation an appropriate conveyance or agreement evidencing the NPI Partnership's interest in such Producing Property in the jurisdiction where such Producing Property is located pursuant to such jurisdiction's Uniform Commercial Code 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 Managing Partner believes necessary to establish the NPI Partnership's priority of interest; and, provided, further, Producing Properties may be held in the name of a nominee for the NPI Partnership if such action is deemed necessary by the Managing Partner to facilitate the acquisition and administration of such interest and if such nominee record holder conducts no other business or operations other than holding record title to interests in properties;
(iii) execute such instruments and agreements, to do such acts, to employ such persons and to contract for such services as the Managing Partner determines are necessary or appropriate to conduct the NPI Partnership's business, including the entering into management and advisory contracts;
(iv) enter into any partnership agreement, sharing arrangement, or joint venture with any Person acceptable to the Managing Partner and which is engaged in any business or transaction in which the NPI Partnership is authorized to engage, provided that the NPI Par...
Authority of the Managing Partner. The Managing Partner is expressly authorized to do or cause to be done if necessary or appropriate each of the following on behalf of the Partnership and on behalf of any other entity managed in whole or in part by the Partnership or in which the Partnership has an interest without a Majority Consent or any other vote or approval of the Partners:
(a) to determine which oil and gas properties to acquire, develop, operate, sell, assign to other Persons, or abandon and whether to participate, and on what basis, in any proposed operations, and in connection therewith to enter into any partnership agreement, sharing arrangement, or joint venture with any Person acceptable to the Managing Partner, including Affiliates of the Managing Partner, and which is engaged in any business or transaction in which the Partnership is authorized to engage; provided that such partnership agreement, sharing arrangement, or joint venture does not constitute, in the opinion of the Managing Partner, an association taxable as a corporation under the Code;
(b) to participate in the drilling, testing, and, if applicable, completion and equipping of any well which the Managing Partner, in its sole discretion, determines, in each case on a fixed-cost or pro-rata cost basis or a turnkey basis as determined by the Managing Partner, in its sole discretion, and to agree to plug and abandon any well if such action is determined by the Managing Partner, acting in its sole discretion, to be in the best interest of the Partnership;
(c) to undertake or participate in Special Projects and Subsequent Operations which it determines would be in the best interest of the Partnership;
(d) to enter into and execute or to assume, on such terms as the Managing Partner may determine in its sole discretion, Leases and assignments thereof, drilling contracts, completion contracts, operating agreements, contracts for equipment, contracts for the completion of additional zones, farmin or farmout 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 the acquisition, installation, and operation of surface facilities, agreements regarding Subsequent Operations and Special Projects, agreements respecting surface and subsurface storage, and any other agreements customarily employed in the oil...
Authority of the Managing Partner. The authority of the Managing Partner shall be limited to implementing the decisions of the Executive Committee as provided in Section 8.6 and to conducting the day-to-day administrative business of the Partnership. No financial institution or person, firm, corporation or other entity dealing with the Managing Partner with respect to the Partnership or any of its assets and properties shall be obligated to see that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expediency of any act or action of the Managing Partner, and every contract, agreement, deed, mortgage, lease, note or other instrument or document executed by the Managing Partner shall be conclusive evidence in favor of any financial institution, person, firm, corporation or other entity relying thereon that such instrument or document was duly executed and is binding upon the Partnership, and that the Managing Partner is duly authorized and empowered to execute and deliver such agreement, document or other instrument for and on behalf of the Partnership.
Authority of the Managing Partner. The Managing Partner has full and final control over all of the activities of the Partnership and has the authority to do all things deemed necessary or desirable by it in the conduct of the business of the Partnership. If the Managing Partner serves as the licensee under the License Agreement for the Drive-in, the Partnership shall reimburse the Managing Partner for all royalty payments, advertising fees, and other payments the Managing Partner has the obligation to pay to SII as the licensee for the Drive-in. The Partnership will treat that reimbursement as an expense of the Partnership and shall pay the amounts to the Managing Partner whether or not the Partnership operates at a profit. The Partnership will not pay any other compensation to the Managing Partner except as provided by Article 4 of this Agreement.
Authority of the Managing Partner. (a) The Managing Partner shall have the power and authority to administer, manage, conduct, control and operate the day-to-day business and affairs of the Partnership and have the power and authority, for and on behalf of and in the name of the Partnership, to do any act, take any proceeding, make any decisions and execute and deliver any instrument, deed, agreement or document necessary or appropriate for or incidental to carrying on the business of the Partnership subject to all of the limitations contained in Section 7.2.
(b) No person dealing with the Partnership will be required to verify the power of the Managing Partner to take any measure or to make any decision in the name of or on behalf of the Partnership.
Authority of the Managing Partner. The general partner has the right to manage and control the partnership affairs.
Authority of the Managing Partner. OTHER MATTERS AFFECTING GENERAL PARTNERS
5.1 Authority of Managing Partner.........................................27 5.2 Agreements by Falcon Holding Group, Inc...............................33 5.3
