Common use of Certain Undertakings Relating to Separateness Clause in Contracts

Certain Undertakings Relating to Separateness. In carrying out its responsibilities on its own behalf and on behalf of the Partnership Group, the Company: (a) shall, and shall cause each Group Member to, (i) observe all limited liability company or limited partnership formalities, as the case may be, and other formalities required by its organizational documents, the laws of the jurisdiction of its formation and other Applicable Law, (ii) engage in transactions with any of the Cypress Entities or their respective members, shareholders or partners, as applicable, in conformity with the requirements of the Partnership Agreement and each Group Member Agreement, as applicable, and (iii) subject to the terms of the Omnibus Agreement and any other applicable agreements, promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative services and costs for services performed, and capital expenditures made, by any of the Cypress Entities or their respective members, shareholders or partners, as applicable. Each material contract between the Company or a Group Member, on the one hand, and any of the Cypress Entities or their respective members, shareholders or partners, as applicable, on the other hand, shall be in writing. (b) shall, and shall cause each Group Member to, conduct their respective businesses and operations separate and apart from those of any other Person (including the Cypress Entities), except as provided in this Section 2.6. (c) shall, and shall cause each Group Member to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law. (d) shall not, and shall cause each Group Member to not, commingle or pool its funds or other assets with those of any other Person, except its consolidated Subsidiaries, and shall maintain its assets in a manner in which it is not costly or difficult to segregate, ascertain or otherwise identify its assets as separate from those of any other Person. (e) shall, and shall cause each Group Member to, (i) conduct their respective businesses in their respective own names or in the names of their respective Subsidiaries or the Partnership, (ii) use their or the Partnership’s separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding their respective separate identities as Group Members from that of any other Person (including the Cypress Entities), and (iv) generally hold themselves out as entities separate from any other Person (including the Cypress Entities). (f) shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries or another Group Member, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries or another Group Member, (iv) acquire obligations or debt securities of its Affiliates (other than its Subsidiaries or another Group Member), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries or another Group Member; provided, however, that the Company may engage in any transaction described in clauses (ii) through (v) of this Section 2.6(f) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a national securities exchange. Failure by the Company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities, or restrict or limit the Company from engaging or contracting with the Cypress Entities for the provision of services or the purchase or sale of products, whether under the Omnibus Agreement, any other applicable agreement or otherwise.

Certain Undertakings Relating to Separateness. In carrying out its responsibilities on its own behalf and on behalf of the Partnership Group, the Company: (a) shall, and shall cause each Group Member to, (i) observe all limited liability company or limited partnership formalities, as the case may be, and other formalities required by its organizational documents, the laws of the jurisdiction of its formation and other Applicable Law, (ii) engage in transactions with any of the Cypress NuDevco Entities or their respective members, shareholders or partners, as applicable, in conformity with the requirements of the Partnership Agreement and each Group Member Agreement, as applicable, and (iii) subject to the terms of the Omnibus Agreement and any other applicable agreements, promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative services and costs for services performed, and capital expenditures made, by any of the Cypress NuDevco Entities or their respective members, shareholders or partners, as applicable. Each material contract between the Company or a Group Member, on the one hand, and any of the Cypress NuDevco Entities or their respective members, shareholders or partners, as applicable, on the other hand, shall be in writing. (b) shall, and shall cause each Group Member to, conduct their respective businesses and operations separate and apart from those of any other Person (including the Cypress NuDevco Entities), except as provided in this Section 2.6. (c) shall, and shall cause each Group Member to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law. (d) shall not, and shall cause each Group Member to not, commingle or pool its funds or other assets with those of any other Person, except its consolidated Subsidiaries, and shall maintain its assets in a manner in which it is not costly or difficult to segregate, ascertain or otherwise identify its assets as separate from those of any other Person. (e) shall, and shall cause each Group Member to, (i) conduct their respective businesses in their respective own names or in the names of their respective Subsidiaries or the Partnership, (ii) use their or the Partnership’s separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding their respective separate identities as Group Members from that of any other Person (including the Cypress NuDevco Entities), and (iv) generally hold themselves out as entities separate from any other Person (including the Cypress NuDevco Entities). (f) shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries or another Group Member, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries or another Group Member, (iv) acquire obligations or debt securities of its Affiliates (other than its Subsidiaries or another Group Member), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries or another Group Member; provided, however, that the Company may engage in any transaction described in clauses (ii) through (v) of this Section 2.6(f) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a national securities exchange. Failure by the Company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities, or restrict or limit the Company from engaging or contracting with the Cypress NuDevco Entities for the provision of services or the purchase or sale of products, whether under the Omnibus Agreement, any other applicable agreement or otherwise.

Certain Undertakings Relating to Separateness. In carrying out its responsibilities on its own behalf and on behalf of the Partnership Group, the Company: (a) shall, and shall cause each Group Member to, (i) observe all limited liability company or limited partnership formalities, as the case may be, and other formalities required by its organizational documents, the laws of the jurisdiction of its formation and other Applicable Law, (ii) engage in transactions with any of the Cypress Entities or their respective members, shareholders or partners, as applicable, in conformity with the requirements of the Partnership Agreement and each Group Member Agreement, as applicable, and (iii) subject to the terms of the Omnibus Agreement and any other applicable agreements, promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative services and costs for services performed, and capital expenditures made, by any of the Cypress Entities or their respective members, shareholders or partners, as applicable. Each material contract between the Company or a Group Member, on the one hand, and any of the Cypress Entities or their respective members, shareholders or partners, as applicable, on the other hand, shall be in writing. (b) shall, and shall cause each Group Member to, conduct their respective businesses and operations separate and apart from those of any other Person (including the Cypress Entities), except as provided in this Section 2.6. (c) shall, and shall cause each Group Member to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law. (d) shall not, and shall cause each Group Member to not, commingle or pool its funds or other assets with those of any other Person, except its consolidated Subsidiaries, and shall maintain its assets in a manner in which it is not costly or difficult to segregate, ascertain or otherwise identify its assets as separate from those of any other Person. (e) shall, and shall cause each Group Member to, (i) conduct their respective businesses in their respective own names or in the names of their respective Subsidiaries or the Partnership, (ii) use their or the Partnership’s separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding their respective separate identities as Group Members from that of any other Person (including the Cypress Entities), and (iv) generally hold themselves out as entities separate from any other Person (including the Cypress Entities). (f) shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries or another Group Member, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries or another Group Member, (iv) acquire obligations or debt securities of its Affiliates (other than its Subsidiaries or another Group Member), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries or another Group Member; provided, however, that the Company may engage in any transaction described in clauses (ii) through (v) of this Section 2.6(f) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a national securities exchange. Failure by the Company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities, or restrict or limit the Company from engaging or contracting with the Cypress Entities for the provision of services or the purchase or sale of products, whether under the Omnibus Agreement, any other applicable agreement or otherwise.or

Certain Undertakings Relating to Separateness. In carrying out its responsibilities on its own behalf and on behalf of the Partnership Group, the Company: (a) shall, and shall cause each Group Member to, (i) observe all limited liability company or limited partnership formalities, as the case may be, and other formalities required by its organizational documents, the laws of the jurisdiction of its formation and other Applicable Law, (ii) engage in transactions with any of the Cypress NuDevco Entities or their respective members, shareholders or partners, as applicable, in conformity with the requirements of the Partnership Agreement and each Group Member Agreement, as applicable, and (iii) subject to the terms of the Omnibus Agreement and any other applicable agreements, promptly pay, from its own funds, and on a current basis, its allocable share of general and administrative services and costs for services performed, and capital expenditures made, by any of the Cypress NuDevco Entities or their respective members, shareholders or partners, as applicable. Each material contract between the Company or a Group Member, on the one hand, and any of the Cypress NuDevco Entities or their respective members, shareholders or partners, as applicable, on the other hand, shall be in writing. (b) shall, and shall cause each Group Member to, conduct their respective businesses and operations separate and apart from those of any other Person (including the Cypress NuDevco Entities), except as provided in this Section 2.6. (c) shall, and shall cause each Group Member to, (i) maintain their respective books and records and their respective accounts separate from those of any other Person, , (ii) maintain their respective financial records, which will be used by them in their ordinary course of business, showing their respective assets and liabilities separate and apart from those of any other Person, except their consolidated Subsidiaries, and (iii) file their respective own tax returns separate from those of any other Person, except (A) to the extent that such Group Member or the Company (1) is treated as a “disregarded entity” for tax purposes or (2) is not otherwise required to file tax returns under Applicable Law or (B) as may otherwise be required by Applicable Law. (d) shall not, and shall cause each Group Member to not, commingle or pool its funds or other assets with those of any other Person, except its consolidated Subsidiaries, and shall maintain its assets in a manner in which it is not costly or difficult to segregate, ascertain or otherwise identify its assets as separate from those of any other Person. (e) shall, and shall cause each Group Member to, (i) conduct their respective businesses in their respective own names or in the names of their respective Subsidiaries or the Partnership, (ii) use their or the Partnership’s separate stationery, invoices, and checks, (iii) correct any known misunderstanding regarding their respective separate identities as Group Members from that of any other Person (including the Cypress NuDevco Entities), and (iv) generally hold themselves out as entities separate from any other Person (including the Cypress NuDevco Entities). (f) shall not (i) pay its own liabilities from a source other than its own funds, (ii) guarantee or become obligated for the debts of any other Person, except its Subsidiaries or another Group Member, (iii) hold out its credit as being available to satisfy the obligations of any other Person, except its Subsidiaries or another Group Member, (iv) acquire obligations or debt securities of its Affiliates (other than its Subsidiaries or another Group Member), or (v) pledge its assets for the benefit of any Person or make loans or advances to any Person, except its Subsidiaries or another Group Member; provided, however, that the Company may engage in any transaction described in clauses (ii) through (v) of this Section 2.6(f) if prior Special Approval has been obtained for such transaction and either (A) the Conflicts Committee has determined, or has obtained reasonable written assurance from a nationally recognized firm of independent public accountants or a nationally recognized investment banking or valuation firm, that the borrower or recipient of the credit extension is not then insolvent and will not be rendered insolvent as a result of such transaction or (B) in the case of transactions described in clause (iv), such transaction is completed through a public auction or a national securities exchange. Failure by the Company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities, or restrict or limit the Company from engaging or contracting with the Cypress Entities for the provision of services or the purchase or sale of products, whether under the Omnibus Agreement, any other applicable agreement or otherwise.,