Common use of Certain Restrictions on Managing General Partner's Power and Authority Clause in Contracts

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any of its Affiliates shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all, or substantially all, of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Section 9), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the goodwill of the Partnership; or (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; (b) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (c) Use the Partnership name, credit, or property for other than Partnership purposes; (d) Utilize Partnership funds to invest in the securities of another Person except in the following instances: (1) investments in Working Interests or undivided Lease interests made in the ordinary course of the Partnership’s business; (2) temporary investments made in compliance with Section 2.2(c); (3) investments which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership’s liabilities associated with the ownership or operation of property or equipment; provided, however, that in such instances duplicative fees and expenses shall be prohibited. (e) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise withdraw as Managing General Partner without written notice to the Partners.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any of its Affiliates shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all, or substantially all, of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Section 9), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the goodwill of the Partnership; or (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; (b) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (c) Use the Partnership name, credit, or property for other than Partnership purposes; (d) Utilize Partnership funds to invest in the securities of another Person except in the following instances: (1) investments in Working Interests or undivided Lease interests made in the ordinary course of the Partnership’s 's business; (2) temporary investments made in compliance with Section 2.2(c); (3) investments which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership’s 's liabilities associated with the ownership or operation of property or equipment; provided, however, that in such instances duplicative fees and expenses shall be prohibited. (e) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise withdraw as Managing General Partner without written notice to the Partners.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any of its Affiliates shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all, or substantially all, of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Section 9), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the goodwill of the Partnership; or (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; (b) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business;: (c) Use the Partnership name, credit, or property for other than Partnership purposes; (d) Utilize Partnership funds to invest in the securities of another Person except in the following instances: (1) investments in Working Interests or undivided Lease interests made in the ordinary course of the Partnership’s 's business; (2) temporary investments made in compliance with Section 2.2(c); (3) investments which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership’s 's liabilities associated with the ownership or operation of property or equipment; provided, however, that in such instances duplicative fees and expenses shall be prohibited. (e) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank batik or other financial institution) in the Partnership, or any part thereof, or otherwise withdraw as Managing General Partner without written notice to the Partners.

Certain Restrictions on Managing General Partner's Power and Authority. Notwithstanding any other provisions of this Agreement to the contrary, neither the Managing General Partner nor any of its Affiliates shall have the power or authority to, and shall not, do, perform, or authorize any of the following: (a) Without having first received the prior consent of the holders of a majority of the then outstanding Units entitled to vote, (1) sell all, or substantially all, of the assets of the Partnership (except upon liquidation of the Partnership pursuant to Section 9), unless cash funds of the Partnership are insufficient to pay the obligations and other liabilities of the Partnership; (2) dispose of the goodwill good will of the Partnership; or (3) do any other act which would make it impossible to carry on the ordinary business of the Partnership; (b) Bind or obligate the Partnership with respect to any matter outside the scope of the Partnership business; (c) Use the Partnership name, credit, or property for other than Partnership purposes; (d) Utilize Partnership funds to invest in the securities of another Person except in the following instances: (1) investments in Working Interests or undivided Lease interests made in the ordinary course of the Partnership’s 's business;: (2) temporary investments made in compliance with Section 2.2(c2.2.2(c); (3) investments which are a necessary and incidental part of a property acquisition transaction; and (4) investments in entities established solely to limit the Partnership’s 's liabilities associated with the ownership or operation of property or equipment; provided, however, that in such instances duplicative fees and expenses shall be prohibited. (e) Sell, transfer, or assign its interest (except for a collateral assignment which may be granted to a bank or other financial institution) in the Partnership, or any part thereof, or otherwise withdraw as Managing General Partner without written notice to the Partners.