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 Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended; (v) subject to Section 4.3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Partnership upon such terms and for such consideration as the Managing Partner may determine; (vi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Partnership for which the proceeds of borrowings may be applied; (vii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Partnership Property, including Net Profits Interests and Royalties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI 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 NPI Partnership other than as a secured creditor; (viii) invest Capital Contributions temporarily in the investments set forth in Section 9.3; (ix) employ on behalf of the NPI Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate; (x) 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 NPI Partnership; (xi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate; (xii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Partnership; (xiii) sue and be sued, complain and dexxxd in the name and on behalf of the NPI Partnership; (xiv) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices; (xv) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Partnership's expense, to protect the NPI Partnership Property and the business of the NPI Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate; (xvi) pay all ad valorem taxes levied or assessed against the NPI 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 NPI Partnership; (xvii) enter into agreements on behalf of the NPI Partnership with Affiliates subject to the limitations set forth in Section 4.3C; (xviii) sell a portion or all or substantially all of the properties and other assets of the NPI Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Partnership followed by any such sale of the NPI Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Partnership; (xix) make, exercise or deliver any general assignment for the benefit of the NPI Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B; (xx) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Partnership; and (xxi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment. B. No person, firm or corporation dealing with the NPI Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.
Appears in 5 contracts
Samples: Partnership Agreement (Geodyne Institutional Pension Energy Income P-2 LTD Ptnship), Partnership Agreement (Geodyne Institutional Pension Energy Income P-2 LTD Ptnship), Partnership Agreement (Geodyne Institutional Pension Energy Income P-2 LTD Ptnship)
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 Production 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 Production Partnership revenues, subject to Section 4.3C of this Agreement, in furtherance of the business of the NPI Production Partnership;
(ii) acquire acquire, explore, develop, manage and manage Net Profits Interests operate Hydrocarbon properties and Royalty interests therein (including interests in corporations and partnerships owning Hydrocarbon properties if in the Managing 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 Production 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 Production Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Production Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Production Partnership in redemption for the Production Partnership's interest in such corporation or partnership) of all kinds and acquire depositary units or units of limited partnership interest tendered to the General Partner pursuant to the terms of any right of presentment of a Prior Limited Partnership (as defined in the limited partnership agreement for such Prior Limited Partnership) (provided that the Production Partnership shall not expend an aggregate amount in excess of 10% of the Limited Partnership's Capital Contribution to acquire such units) and hold all such property property, interests and interests units in the name of the NPI Production 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 Production 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 Production Partnership's priority of interest; and, provided, further, Producing Properties may be held temporarily in the name of a nominee for the NPI Production 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 propertiesacquisition;
(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 Production Partnership's business, including the employment of the Managing Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Production 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 Production Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts, transportation contracts, and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Production Partnership, whether or not extending beyond the term of the Production Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Production 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; to execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of wells and production, designxxxxxs of operator, Lease bonds, operator's bonds and consents of surety; and in general to do all things necessary or desirable on behalf of the Production 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 Managing Partner and which is engaged in any business or transaction in which the NPI Production Partnership is authorized to engage, provided that the NPI Production Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(vviii) 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 Managing Partner to be necessary or appropriate to conduct the business of the Production Partnership;
(ix) pay or elect not to pay delay rentals on Production Partnership Properties as appropriate in the judgment of the Managing Partner, it being understood that the Managing Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure was due to any reason other than negligence or lack of good faith;
(x) subject to Section 4.3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Production Partnership upon such terms and for such consideration as the Managing Partner may determine;
(vixi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Production Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Production Partnership for which the proceeds of borrowings may be applied;
(viixii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Production Partnership Property, including Net Profits Interests and RoyaltiesProducing Properties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Production Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI Production 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 NPI Production Partnership other than as a secured creditor;
(viiixiii) invest Capital Contributions temporarily in the investments set forth in Section 9.3;
(ixxiv) employ on behalf of the NPI Production Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate;
(xxv) 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 Production 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 Production Partnership Property, and to 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 NPI Production Partnership;
(xixvi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate;
(xiixvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Production Partnership;
(xiiixviii) sue and be sued, complain and dexxxd defxxx in the name and on behalf of the NPI Production Partnership;
(xivxix) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xvxx) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Production Partnership's expense, to protect the NPI Production Partnership Property and the business of the NPI Production Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Production Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate;
(xvixxi) pay all ad valorem taxes levied or assessed against the NPI Production 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 NPI Production Partnership;
(xviixxii) enter into agreements on behalf of the NPI Production Partnership with Affiliates subject to the limitations set forth in Section 4.3C4.3B;
(xviiixxiii) sell a portion or all or substantially all of the properties and other assets of the NPI Production Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Production Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Production Partnership followed by any such sale of the NPI Production Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Production Partnership;
(xixxxiv) make, exercise or deliver any general assignment for the benefit of the NPI Production Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B;
(xxxxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Production Partnership; and
(xxixxvi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Production Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Production Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Production Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Production Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.
B. No person, firm or corporation dealing with the NPI Production Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.
Appears in 3 contracts
Samples: Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B), Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B), Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B)
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 Production 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 Production Partnership revenues, subject to Section 4.3C of this Agreement, in furtherance of the business of the NPI Production Partnership;
(ii) acquire acquire, explore, develop, manage and manage Net Profits Interests operate Hydrocarbon properties and Royalty interests therein (including interests in corporations and partnerships owning Hydrocarbon properties if in the Managing 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 Production 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 Production Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Production Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Production Partnership in redemption for the Production Partnership's interest in such corporation or partnership) of all kinds and acquire depositary units or units of limited partnership interest tendered to the General Partner pursuant to the terms of any right of presentment of a Prior Limited Partnership (as defined in the limited partnership agreement for such Prior Limited Partnership) (provided that the Production Partnership shall not expend an aggregate amount in excess of 10% of the Limited Partnership's Capital Contribution to acquire such units) and hold all such property property, interests and interests units in the name of the NPI Production 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 Production 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 Production Partnership's priority of interest; and, provided, further, Producing Properties may be held temporarily in the name of a nominee for the NPI Production 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 propertiesacquisition;
(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 Production Partnership's business, including the employment of the Managing Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Production 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 Production Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts, transportation contracts, and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Production Partnership, whether or not extending beyond the term of the Production Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Production 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; to execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of wells and production, designxxxxxs of operator, Lease bonds, operator's bonds and consents of surety; and in general to do all things necessary or desirable on behalf of the Production 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 Managing Partner and which is engaged in any business or transaction in which the NPI Production Partnership is authorized to engage, provided that the NPI Production Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(vviii) 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 Managing Partner to be necessary or appropriate to conduct the business of the Production Partnership;
(ix) pay or elect not to pay delay rentals on Production Partnership Properties as appropriate in the judgment of the Managing Partner, it being understood that the Managing Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure was due to any reason other than negligence or lack of good faith;
(x) subject to Section 4.3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Production Partnership upon such terms and for such consideration as the Managing Partner may determine;
(vixi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Production Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Production Partnership for which the proceeds of borrowings may be applied;
(viixii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Production Partnership Property, including Net Profits Interests and RoyaltiesProducing Properties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Production Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI 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 NPI Partnership other than as a secured creditor;
(viii) invest Capital Contributions temporarily in the investments set forth in Section 9.3;
(ix) employ on behalf of the NPI Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate;
(x) 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 NPI Partnership;
(xi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate;
(xii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Partnership;
(xiii) sue and be sued, complain and dexxxd in the name and on behalf of the NPI Partnership;
(xiv) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xv) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Partnership's expense, to protect the NPI Partnership Property and the business of the NPI Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate;
(xvi) pay all ad valorem taxes levied or assessed against the NPI 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 NPI Partnership;
(xvii) enter into agreements on behalf of the NPI Partnership with Affiliates subject to the limitations set forth in Section 4.3C;
(xviii) sell a portion or all or substantially all of the properties and other assets of the NPI Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Partnership followed by any such sale of the NPI Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Partnership;
(xix) make, exercise or deliver any general assignment for the benefit of the NPI Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B;
(xx) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Partnership; and
(xxi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.
B. No person, firm or corporation dealing with the NPI Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.,
Appears in 1 contract
Samples: Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B)
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 Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(v) subject to Section 4.3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Partnership upon such terms and for such consideration as the Managing Partner may determine;
(vi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Partnership for which the proceeds of borrowings may be applied;
(vii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Partnership Property, including Net Profits Interests and Royalties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI 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 NPI Partnership other than as a secured creditor;
(viii) invest Capital Contributions temporarily in the investments set forth in Section 9.3;
(ix) employ on behalf of the NPI Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate;
(x) 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 NPI Partnership;
(xi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate;
(xii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Partnership;
(xiii) sue and be sued, complain and dexxxd in the name and on behalf of the NPI Partnership;
(xiv) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xv) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Partnership's expense, to protect the NPI Partnership Property and the business of the NPI Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate;
(xvi) pay all ad valorem taxes levied or assessed against the NPI 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 NPI Partnership;
(xvii) enter into agreements on behalf of the NPI Partnership with Affiliates subject to the limitations set forth in Section 4.3C;
(xviii) sell a portion or all or substantially all of the properties and other assets of the NPI Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Partnership followed by any such sale of the NPI Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Partnership;
(xix) make, exercise or deliver any general assignment for the benefit of the NPI Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B;
(xx) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Partnership; and
(xxi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Partnership, including, but not limited to, the following: (a) the a)the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.
B. No person, firm or corporation dealing with the NPI Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.
Appears in 1 contract
Samples: Partnership Agreement (Geodyne Institutional Pension Energy Income P-2 LTD Ptnship)
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 Production 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 Production Partnership revenues, subject to Section 4.3C of this Agreement, in furtherance of the business of the NPI Production Partnership;
(ii) acquire acquire, explore, develop, manage and manage Net Profits Interests operate Hydrocarbon properties and Royalty interests therein (including interests in corporations and partnerships owning Hydrocarbon properties if in the Managing 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 Production 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 Production Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Production Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Production Partnership in redemption for the Production Partnership's interest in such corporation or partnership) of all kinds and acquire depositary units or units of limited partnership interest tendered to the General Partner pursuant to the terms of any right of presentment of a Prior Limited Partnership (as defined in the limited partnership agreement for such Prior Limited Partnership) (provided that the Production Partnership shall not expend an aggregate amount in excess of 10% of the Limited Partnership's Capital Contribution to acquire such units) and hold all such property property, interests and interests units in the name of the NPI Production 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 Production 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 Production Partnership's priority of interest; and, provided, further, Producing Properties may be held temporarily in the name of a nominee for the NPI Production 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 propertiesacquisition;
(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 Production Partnership's business, including the employment of the Managing Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Production 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 Production Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts, transportation contracts, and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Production Partnership, whether or not extending beyond the term of the Production Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Production 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; to execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of wells and production, designxxxxxs of operator, Lease bonds, operator's bonds and consents of surety; and in general to do all things necessary or desirable on behalf of the Production 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 Managing Partner and which is engaged in any business or transaction in which the NPI Production Partnership is authorized to engage, provided that the NPI Production Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(vviii) 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 Managing Partner to be necessary or appropriate to conduct the business of the Production Partnership;
(ix) pay or elect not to pay delay rentals on Production Partnership Properties as appropriate in the judgment of the Managing Partner, it being understood that the Managing Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure was due to any reason other than negligence or lack of good faith;
(x) subject to Section 4.3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Production Partnership upon such terms and for such consideration as the Managing Partner may determine;
(vixi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Production Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Production Partnership for which the proceeds of borrowings may be applied;
(viixii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Production Partnership Property, including Net Profits Interests and RoyaltiesProducing Properties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Production Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI Production 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 NPI Production Partnership other than as a secured creditor;
(viiixiii) invest Capital Contributions temporarily in the investments set forth in Section 9.3;
(ixxiv) employ on behalf of the NPI Production Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate;
(xxv) 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 Production 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 Production Partnership Property, and to 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 NPI Production Partnership;
(xixvi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate;
(xiixvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Production Partnership;
(xiiixviii) sue and be sued, complain and dexxxd defxxx in the name and on behalf of the NPI Production Partnership;
(xivxix) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xvxx) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Production Partnership's expense, to protect the NPI Production Partnership Property and the business of the NPI Production Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Production Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate;
(xvixxi) pay all ad valorem taxes levied or assessed against the NPI Production 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 NPI Production Partnership;
(xviixxii) enter into agreements on behalf of the NPI Production Partnership with Affiliates subject to the limitations set forth in Section 4.3C4.3B;
(xviiixxiii) sell a portion or all or substantially all of the properties and other assets of the NPI Production Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Production Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Production Partnership followed by any such sale of the NPI Production Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Production Partnership;
(xixxxiv) make, exercise or deliver any general assignment for the benefit of the NPI Production Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B;
(xxxxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Production Partnership; and
(xxixxvi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Production Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Production Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Production Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Production Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.
B. No person, firm or corporation dealing with the NPI Production Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.
Appears in 1 contract
Samples: Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B)
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 Production 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 Production Partnership revenues, subject to Section 4.3C of this Agreement, in furtherance of the business of the NPI Production Partnership;
(ii) acquire acquire, explore, develop, manage and manage Net Profits Interests operate Hydrocarbon properties and Royalty interests therein (including interests in corporations and partnerships owning Hydrocarbon properties if in the Managing 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 Production 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 Production Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Production Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Production Partnership in redemption for the Production Partnership's interest in such corporation or partnership) of all kinds and acquire depositary units or units of limited partnership interest tendered to the General Partner pursuant to the terms of any right of presentment of a Prior Limited Partnership (as defined in the limited partnership agreement for such Prior Limited Partnership) (provided that the Production Partnership shall not expend an aggregate amount in excess of 10% of the Limited Partnership's Capital Contribution to acquire such units) and hold all such property property, interests and interests units in the name of the NPI Production 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 Production 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 Production Partnership's priority of interest; and, provided, further, Producing Properties may be held temporarily in the name of a nominee for the NPI Production 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 propertiesacquisition;
(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 Production Partnership's business, including the employment of the Managing Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Production 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 Production Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts, transportation contracts, and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Production Partnership, whether or not extending beyond the term of the Production Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Production 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; to execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of wells and production, designxxxxxs of operator, Lease bonds, operator's bonds and consents of surety; and in general to do all things necessary or desirable on behalf of the Production 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 Managing Partner and which is engaged in any business or transaction in which the NPI Production Partnership is authorized to engage, provided that the NPI Production Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(vviii) 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 Managing Partner to be necessary or appropriate to conduct the business of the Production Partnership;
(ix) pay or elect not to pay delay rentals on Production Partnership Properties as appropriate in the judgment of the Managing Partner, it being understood that the Managing Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure was due to any reason other than negligence or lack of good faith;
(x) subject to Section 4.3B4..3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Production Partnership upon such terms and for such consideration as the Managing Partner may determine;
(vixi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Production Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Production Partnership for which the proceeds of borrowings may be applied;
(viixii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Production Partnership Property, including Net Profits Interests and RoyaltiesProducing Properties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Production Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI Production 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 NPI Production Partnership other than as a secured creditor;
(viiixiii) invest Capital Contributions temporarily in the investments set forth in Section 9.3;
(ixxiv) employ on behalf of the NPI Production Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate;
(xxv) 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 Production 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 Production Partnership Property, and to 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 NPI Production Partnership;
(xixvi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate;
(xiixvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Production Partnership;
(xiiixviii) sue and be sued, complain and dexxxd in the name and on behalf of the NPI Production Partnership;
(xivxix) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xvxx) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Production Partnership's expense, to protect the NPI Production Partnership Property and the business of the NPI Production Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Production Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate;
(xvixxi) pay all ad valorem taxes levied or assessed against the NPI Production 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 NPI Production Partnership;
(xviixxii) enter into agreements on behalf of the NPI Production Partnership with Affiliates subject to the limitations set forth in Section 4.3C4.3B;
(xviiixxiii) sell a portion or all or substantially all of the properties and other assets of the NPI Production Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Production Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Production Partnership followed by any such sale of the NPI Production Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Production Partnership;
(xixxxiv) make, exercise or deliver any general assignment for the benefit of the NPI Production Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B;
(xxxxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Production Partnership; and
(xxixxvi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Production Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Production Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Production Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Production Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.
B. No person, firm or corporation dealing with the NPI Production Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.
Appears in 1 contract
Samples: Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B)
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 Production 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 Production Partnership revenues, subject to Section 4.3C of this Agreement, in furtherance of the business of the NPI Production Partnership;
(ii) acquire acquire, explore, develop, manage and manage Net Profits Interests operate hydrocarbon properties and Royalty interests therein (including interests in corporations and partnerships owning Hydrocarbon properties if in the Managing 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 Production 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 Production Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Production Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Production Partnership in redemption for the Production Partnership's interest in such corporation or partnership) of all kinds and acquire depositary units or units of limited partnership interest tendered to the General Partner pursuant to the terms of any right of presentment of a Prior Limited Partnership (as defined in the limited partnership agreement for such Prior Limited Partnership) (provided that the Production Partnership shall not expend an aggregate amount in excess of 10% of the Limited Partnership's Capital Contribution to acquire such units) and hold all such property property, interests and interests units in the name of the NPI Production 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 Production 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 Production Partnership's priority of interest; and, provided, further, Producing Properties may be held temporarily in the name of a nominee for the NPI Production 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 propertiesacquisition;
(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 Production Partnership's business, including the employment of the Managing Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Production 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 Production Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts, transportation contracts, and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Production Partnership, whether or not extending beyond the term of the Production Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Production 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; to execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of wells and production, designxxxxxs of operator, Lease bonds, operator's bonds and consents of surety; and in general to do all things necessary or desirable on behalf of the Production 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 Managing Partner and which is engaged in any business or transaction in which the NPI Production Partnership is authorized to engage, provided that the NPI Production Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(vviii) 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 Managing Partner to be necessary or appropriate to conduct the business of the Production Partnership;
(ix) pay or elect not to pay delay rentals on Production Partnership Properties as appropriate in the judgment of the Managing Partner, it being understood that the Managing Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure was due to any reason other than negligence or lack of good faith;
(x) subject to Section 4.3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Production Partnership upon such terms and for such consideration as the Managing Partner may determine;
(vixi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Production Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Production Partnership for which the proceeds of borrowings may be applied;
(viixii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Production Partnership Property, including Net Profits Interests and RoyaltiesProducing Properties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Production Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI Production 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 NPI Production Partnership other than as a secured creditor;
(viiixiii) invest Capital Contributions temporarily in the investments set forth in Section 9.3;
(ixxiv) employ on behalf of the NPI Production Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate;
(xxv) 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 Production 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 Production Partnership Property, and to 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 NPI Production Partnership;
(xixvi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate;
(xiixvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Production Partnership;
(xiiixviii) sue and be sued, complain and dexxxd defxxx in the name and on behalf of the NPI Production Partnership;
(xivxix) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xvxx) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Production Partnership's expense, to protect the NPI Production Partnership Property and the business of the NPI Production Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Production Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate;
(xvixxi) pay all ad valorem taxes levied or assessed against the NPI Production 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 NPI Production Partnership;
(xviixxii) enter into agreements on behalf of the NPI Production Partnership with Affiliates subject to the limitations set forth in Section 4.3C4.3B;
(xviiixxiii) sell a portion or all or substantially all of the properties and other assets of the NPI Production Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Production Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Production Partnership followed by any such sale of the NPI Production Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Production Partnership;
(xixxxiv) make, exercise or deliver any general assignment for the benefit of the NPI Production Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B;
(xxxxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Production Partnership; and
(xxixxvi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Production Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Production Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Production Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Production Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.
B. No person, firm or corporation dealing with the NPI Production Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.
Appears in 1 contract
Samples: Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B)
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 Production 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 Production Partnership revenues, subject to Section 4.3C of this Agreement, in furtherance of the business of the NPI Production Partnership;
(ii) acquire acquire, explore, develop, manage and manage Net Profits Interests operate Hydrocarbon properties and Royalty interests therein (including interests in corporations and partnerships owning Hydrocarbon properties if in the Managing 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 Production 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 Production Partnership an investment company within the meaning of the Investment Company Act of 1940, and provided further the Production Partnership's interest in the underlying assets of any such corporation or partnership is distributed as soon as practical thereafter to the Production Partnership in redemption for the Production Partnership's interest in such corporation or partnership) of all kinds and acquire depositary units or units of limited partnership interest tendered to the General Partner pursuant to the terms of any right of presentment of a Prior Limited Partnership (as defined in the limited partnership agreement for such Prior Limited Partnership) (provided that the Production Partnership shall not expend an aggregate amount in excess of 10% of the Limited Partnership's Capital Contribution to acquire such units) and hold all such property property, interests and interests units in the name of the NPI Production 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 Production 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 Production Partnership's priority of interest; and, provided, further, Producing Properties may be held temporarily in the name of a nominee for the NPI Production 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 propertiesacquisition;
(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 Production Partnership's business, including the employment of the Managing Partner or any Affiliate as an operator, and the entering into management and advisory contracts;
(iv) execute, in the name of the Production 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 Production Partnership;
(v) produce, treat, transport and market Hydrocarbons, execute processing contracts, transportation contracts, and enter into contracts for the marketing or sale of Hydrocarbons and other marketing agreements in the name of the Production Partnership, whether or not extending beyond the term of the Production Partnership;
(vi) execute offers for United States and any state Leases on behalf of the Production 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; to execute any plans of development under unit agreements, conveyances, subleases, mortgages, deeds of trust, affidavits or reports concerning the drilling of wells and production, designxxxxxs of operator, Lease bonds, operator's bonds and consents of surety; and in general to do all things necessary or desirable on behalf of the Production 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 Managing Partner and which is engaged in any business or transaction in which the NPI Production Partnership is authorized to engage, provided that the NPI Production Partnership shall not be deemed thereby to be an "investment company" for purposes of the Investment Company Act of 1940, as amended;
(vviii) 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 Managing Partner to be necessary or appropriate to conduct the business of the Production Partnership;
(ix) pay or elect not to pay delay rentals on Production Partnership Properties as appropriate in the judgment of the Managing Partner, it being understood that the Managing Partner will not be liable for failure to make correct or timely payments of delay rentals if such failure was due to any reason other than negligence or lack of good faith;
(x) subject to Section 4.3B, abandon or otherwise dispose of any interest in Hydrocarbon properties acquired for the NPI Production Partnership upon such terms and for such consideration as the Managing Partner may determine;
(vixi) sell production payments payable out of all or any part of any one or more of the Producing Properties acquired by the NPI Production Partnership and to devote and expend the proceeds of any such sale for any of the purposes of the NPI Production Partnership for which the proceeds of borrowings may be applied;
(viixii) borrow monies from time to time, for the purpose and subject to the limitations stated in Section 4.3C of this Agreement, in the form of recourse or nonrecourse borrowings, or otherwise to draw, make, execute and issue promissory notes and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payments of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of NPI Production Partnership Property, including Net Profits Interests and RoyaltiesProducing Properties, production and proceeds of production, or to assign any monies owing or to be owing to the NPI Production Partnership, and to engage in any other means of financing customary in the petroleum industry; provided, however, that a creditor who makes a nonrecourse loan to the NPI Production 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 NPI Production Partnership other than as a secured creditor;
(viiixiii) invest Capital Contributions temporarily in the investments set forth in Section 9.3;
(ixxiv) employ on behalf of the NPI Production Partnership agents, employees, accountants, lawyers, geologists, geophysicists, landpersons, clerical help, and such other assistance and consulting and other services as may deem necessary or convenient and to pay therefor such remuneration as the Managing Partner may deem reasonable and appropriate;
(xxv) 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 Production 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 Production Partnership Property, and to 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 NPI Production Partnership;
(xixvi) enter into such agreements and contracts with such parties and to give such receipts, releases, and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Partner may deem advisable or appropriate;
(xiixvii) guarantee the payment of money or the performance of any contract or obligation by any person, firm, or corporation on behalf of the NPI Production Partnership;
(xiiixviii) sue and be sued, complain and dexxxd defxxx in the name and on behalf of the NPI Production Partnership;
(xivxix) make such classifications and determinations as the Managing Partner deems advisable, having due regard for any relevant generally accepted accounting principles and oil and gas industry practices;
(xvxx) purchase insurance, or extend the Managing Partner's or its Affiliates' insurance, at the NPI Production Partnership's expense, to protect the NPI Production Partnership Property and the business of the NPI Production Partnership against loss, and to protect the Managing Partner against liability to third parties arising out of NPI Production Partnership activities, such insurance to be in such limits, to be subject to such deductibles and to cover such risks as the Managing Partner deems appropriate;
(xvixxi) pay all ad valorem taxes levied or assessed against the NPI Production 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 NPI Production Partnership;
(xviixxii) enter into agreements on behalf of the NPI Production Partnership with Affiliates subject to the limitations set forth in Section 4.3C4.3B;
(xviiixxiii) sell a portion or all or substantially all of the properties and other assets of the NPI Production Partnership to itself, or any of its Affiliates or Affiliated Programs or any other person and to receive for the NPI Production Partnership consideration consisting of cash, securities, other property or any other form of consideration, or any combination thereof, at such prices and for 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 Limited Partnership pursuant to the provisions of Section 4.4B of this Agreement. In the event of the dissolution of the NPI Production Partnership followed by any such sale of the NPI Production Partnership's assets, the Managing Partner shall, subject to the provisions of Section 8.2 of this Agreement, be appointed the liquidating agent for the NPI Production Partnership;
(xixxxiv) make, exercise or deliver any general assignment for the benefit of the NPI Production Partnership's creditors, but only upon the prior Consent of the Limited Partnership pursuant to the provisions of Section 4.4B;
(xxxxv) take such other action and perform such other acts as may be deemed appropriate to carry out the business of the NPI Production Partnership; and
(xxixxvi) inform each other Partner of all administrative and judicial proceedings for an adjustment at the NPI Production Partnership level for partnership tax items and forward to each other Partner within 30 days of receipt all notices received from the Internal Revenue Service regarding the commencement of a partnership level audit or a final partnership administrative judgment, and Geodyne Production shall perform all duties imposed by Sections 6221 through 6232 of the Code as the "tax matters partner" of the NPI Production Partnership, including, but not limited to, the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profit tax audits) with respect to NPI Production Partnership items; the power to extend the statute of limitations for all Partners with respect to NPI Production Partnership tax items; and (b) the power to file a petition with an appropriate federal court for review of a final partnership administrative adjustment.
B. No person, firm or corporation dealing with the NPI Production Partnership shall be required to inquire into the authority of the Managing 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 Managing Partner as to its due authorization.
Appears in 1 contract
Samples: Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B)
