Majority Interest. Except for matters that are covered by Section 6.2(h)(i) or matters that the law otherwise requires approval by a greater percentage, a Majority Interest shall be required to approve any action that requires approval of the Partners or the Representatives, including the following matters: (A) causing the Partnership to take any action under this Agreement that requires Management Committee approval other than the actions specified in Section 6.2(h)(i); (B) the determination of the amount of Available Cash with respect to each Quarter; (C) approving, modifying or amending the annual Capital Budget and Operating Budget for the Partnership (with it being understood that the latest approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters under which the Officers are authorized to expend Partnership funds without further Management Committee approval; (D) issuing or causing to be issued any Capital Call under Section 4.1 or Loan Notice under Section 4.2; (E) any additions to (by acquisition, development, construction or otherwise) or expansions or extensions of the Facilities, provided that any additions, expansions or extensions to the Facilities approved by either (I) any duly authorized Officer(s) pursuant to authority delegated by the Management Committee or (II) in accordance with the Master Services Agreement, shall be deemed approved by the Management Committee for purposes hereof and shall not require separate approval; (F) appointing Officers of the Partnership and determining their authority to act on behalf of the Partnership; (G) designating Officers or employees to serve on the audit committee of the Partnership, if one shall be established by the Management Committee; (H) any change in the Partnership’s name; (I) causing the Partnership to enter into any short-term or long-term indebtedness, but Working Capital Borrowings made from time-to-time under an agreement previously approved as contemplated herein need not be further approved by the Management Committee; (J) except for any commencement or resolution that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(D) above, the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means of any matter brought under the NGA Section 4 (15 U.S.C. Section 717(c)) or Section 5 (15 U.S.C. Section 717(d)); provided that the Management Committee may delegate to any duly authorized Officer(s) the right(s) to commence or resolve any such proceeding involving $25 million or less; (K) making any tax elections under the Code; or (L) except for any mortgage or pledge of any properties or assets that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(C) above, causing the Partnership to mortgage or pledge any of its properties or assets to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment.
Appears in 4 contracts
Samples: General Partnership Agreement (El Paso Pipeline Partners, L.P.), General Partnership Agreement (Southern Natural Gas Co), General Partnership Agreement (Colorado Interstate Gas Co)
Majority Interest. Except for matters that are covered by Section 6.2(h)(i) or matters that the law otherwise requires approval by a greater percentage, a A Majority Interest shall be required to approve any action that requires approval of the Partners or the Representatives, including the following mattersapprove:
(A) causing the Partnership to take any action under this Agreement that requires Management Committee approval other than the actions specified in Section 6.2(h)(i);
(B) the determination of the amount of Available Cash with respect to each Quarter;
(C) approving, modifying or amending the annual Capital Budget and Operating Budget for the Partnership (with it being understood that the latest approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters under which the Officers are authorized to expend Partnership funds without further Management Committee approval;
(D) issuing or causing to be issued any Capital Call under Section 4.1 or Loan Notice under Section 4.2;
(E) any additions to (by acquisition, development, construction or otherwise) or expansions or extensions of the Facilities, provided that any additions, expansions or extensions to the Facilities approved by either (I) any duly authorized Officer(s) pursuant to authority delegated by the Management Committee or (II) in accordance with the Master Services Agreement, shall be deemed approved by the Management Committee for purposes hereof and shall not require separate approval;
(F) appointing Officers of the Partnership and determining their authority to act on behalf of the Partnership;
(G) designating Officers or employees to serve on the audit committee of the Partnership, if one shall be established by the Management Committee;
(H) any change in the Partnership’s name;
(I) causing the Partnership to enter into any short-term or long-term indebtedness, but Working Capital Borrowings made from time-to-time under an agreement previously approved as contemplated herein need not be further approved by the Management Committee;
(J) except for any commencement or resolution that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(D) above, the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means of any matter brought under the NGA Section 4 (15 U.S.C. Section 717(c)) or Section 5 (15 U.S.C. Section 717(d)); provided that the Management Committee may delegate to any duly authorized Officer(s) the right(s) to commence or resolve any such proceeding involving (i) a reduction of not more than $25 ____ million in the Partnership’s revenues for any 12-month period; (ii) the composition of any liability or less;indebtedness exceeding $____ million in any 12-month period or $___ million in the aggregate or (iii) an immaterial effect on the level of throughput in or capacity of the Facilities subject to firm or interruptible contracts; or
(K) making any tax elections under the Code; or
(L) except for any mortgage or pledge of any properties or assets that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(C) above, causing the Partnership to mortgage or pledge any of its properties or assets to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment.
Appears in 2 contracts
Samples: General Partnership Agreement (Colorado Interstate Gas Co), General Partnership Agreement (Southern Natural Gas Co)
Majority Interest. Except for matters that are covered by Section 6.2(h)(i7.02(h)(i) or matters that the law otherwise requires approval by a greater percentage, a Majority Interest shall be required to approve any action that requires approval of the Partners Members or the Representatives, including the following matters:
(A) causing the Partnership Company to take any action under this Agreement that requires Management Committee approval other than the actions specified in Section 6.2(h)(i7.02(h)(i);
(B) the determination of the amount of Available Cash with respect to each Quarter;
(C) approving, modifying or amending the annual Capital Budget and Operating Budget for the Partnership Company (with it being understood that the latest approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters under which the Officers are authorized to expend Partnership Company funds without further Management Committee approval;
(D) issuing or causing to be issued any Capital Call under Section 4.1 3.01 or Loan Notice under Section 4.23.02;
(E) any additions to (by acquisition, development, construction or otherwise) or expansions or extensions of the FacilitiesCompany’s facilities, provided that any additions, expansions or extensions to the Facilities facilities approved by either (I) any duly authorized Officer(s) pursuant to authority delegated by the Management Committee or (II) in accordance with the Master Services Agreement, shall be deemed approved by the Management Committee for purposes hereof and shall not require separate approval;
(F) appointing Officers of the Partnership Company and determining their authority to act on behalf of the PartnershipCompany;
(G) designating Officers or employees to serve on the audit committee of the PartnershipCompany, if one shall be established by the Management Committee;
(H) any change in the PartnershipCompany’s name;
(I) causing the Partnership Company to enter into any short-term or long-term indebtedness, but Working Capital Borrowings made from time-to-time under an agreement previously approved as contemplated herein need not be further approved by the Management Committee;
(J) except for any commencement or resolution that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(D7.02(i)(D) above, the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means of any matter brought under the NGA Section 4 (15 U.S.C. Section 717(c)) or Section 5 (15 U.S.C. Section 717(d)); provided that the Management Committee may delegate to any duly authorized Officer(s) the right(s) to commence or resolve any such proceeding involving $25 million or less;
(K) making any tax elections under the Code; or
(L) except for any mortgage or pledge of any properties or assets that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(C7.02(i)(C) above, causing the Partnership Company to mortgage or pledge any of its properties or assets to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.), Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.)
Majority Interest. Except for matters that are covered by Section 6.2(h)(i) or matters that the law otherwise requires approval by a greater percentage, a A Majority Interest shall be required to approve any action that requires approval of the Partners or the Representatives, including the following mattersapprove:
(A) causing the Partnership to take any action under this Agreement that requires Management Committee approval other than the actions specified in Section 6.2(h)(i);
(B) the determination of the amount of Available Cash with respect to each Quarter;
(C) approving, modifying or amending the annual Capital Budget and Operating Budget for the Partnership (with it being understood that the latest approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters under which the Officers are authorized to expend Partnership funds without further Management Committee approval;
(D) issuing or causing to be issued any Capital Call under Section 4.1 or Loan Notice under Section 4.2;
(E) any additions to (by acquisition, development, construction or otherwise) or expansions or extensions of the Facilities, provided that any additions, expansions or extensions to the Facilities approved by either (I) any duly authorized Officer(s) pursuant to authority delegated by the Management Committee or (II) in accordance with the Master Services Agreement, shall be deemed approved by the Management Committee for purposes hereof and shall not require separate approval;
(F) appointing Officers of the Partnership and determining their authority to act on behalf of the Partnership;
(G) designating Officers or employees to serve on the audit committee of the Partnership, if one shall be established by the Management Committee;
(H) any change in the Partnership’s name;
(I) causing the Partnership to enter into any short-term or long-term indebtedness, but Working Capital Borrowings made from time-to-time under an agreement previously approved as contemplated herein need not be further approved by the Management Committee;
(J) except for any commencement or resolution that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(D) above, the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means of any matter brought under the NGA Section 4 (15 U.S.C. Section 717(c)) or ), Section 5 (15 U.S.C. Section 717(d)), Section 8 (15 U.S.C. Section 717(g)) or Section 9 (15 U.S.C. Section 717(h)); provided that the Management Committee may delegate to any duly authorized Officer(s) the right(s) to commence or resolve any such proceeding involving (i) a reduction of not more than $ million in the Partnership’s revenues for any 12-month period; (ii) the composition of any liability or indebtedness exceeding $25 ___ million in any 12-month period or less$___ million in the aggregate or (iii) an immaterial effect on the level of throughput in or capacity of the Facilities subject to firm or interruptible contracts;
(K) making any tax elections under the Code; or
(L) except for engaging any mortgage engineer, auditor, attorney or pledge of any properties other consultant or assets that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(C) above, causing the Partnership to mortgage or pledge any of its properties or assets to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repaymentadviser.
Appears in 1 contract
Samples: General Partnership Agreement (El Paso Pipeline Partners, L.P.)
Majority Interest. Except for matters that are covered by Section 6.2(h)(i) or matters that the law otherwise requires approval by a greater percentage, a A Majority Interest shall be required to approve any action that requires approval of the Partners or the Representatives, including the following mattersapprove:
(A) causing the Partnership to take any action under this Agreement that requires Management Committee approval other than the actions specified in Section 6.2(h)(i);
(B) the determination of the amount of Available Cash with respect to each Quarter;
(C) approving, modifying or amending the annual Capital Budget and Operating Budget for the Partnership (with it being understood that the latest approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters under which the Officers are authorized to expend Partnership funds without further Management Committee approval;
(D) issuing or causing to be issued any Capital Call under Section 4.1 or Loan Notice under Section 4.2;
(E) any additions to (by acquisition, development, construction or otherwise) or expansions or extensions of the Facilities, provided that any additions, expansions or extensions to the Facilities approved by either (I) any duly authorized Officer(s) pursuant to authority delegated by the Management Committee or (II) in accordance with the Master Services Agreement, shall be deemed approved by the Management Committee for purposes hereof and shall not require separate approval;
(F) appointing Officers of the Partnership and determining their authority to act on behalf of the Partnership;
(G) designating Officers or employees to serve on the audit committee of the Partnership, if one shall be established by the Management Committee;
(H) any change in the Partnership’s name;
(I) causing the Partnership to enter into any short-term or long-term indebtedness, but Working Capital Borrowings made from time-to-time under an agreement previously approved as contemplated herein need not be further approved by the Management Committee;
(J) except for any commencement or resolution that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(D) above, the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means of any matter brought under the NGA Section 4 (15 U.S.C. Section 717(c)) or Section 5 (15 U.S.C. Section 717(d)); provided that the Management Committee may delegate to any duly authorized Officer(s) the right(s) to commence or resolve any such proceeding involving (i) a reduction of not more than $25 ____ million in the Partnership’s revenues for any 12-month period; (ii) the composition of any liability or less;indebtedness exceeding $___ million in any 12-month period or $___ million in the aggregate or (iii) an immaterial effect on the level of throughput in or capacity of the Facilities subject to firm or interruptible contracts; or
(K) making any tax elections under the Code; or
(L) except for any mortgage or pledge of any properties or assets that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(C) above, causing the Partnership to mortgage or pledge any of its properties or assets to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment.
Appears in 1 contract
Samples: General Partnership Agreement (El Paso Pipeline Partners, L.P.)
Majority Interest. Except for matters that are covered by Section 6.2(h)(i) or matters that the law otherwise requires approval by a greater percentage, a A Majority Interest shall be required to approve any action that requires approval of the Partners or the Representatives, including the following mattersapprove:
(A) causing the Partnership to take any action under this Agreement that requires Management Committee approval other than the actions specified in Section 6.2(h)(i);
(B) the determination of the amount of Available Cash with respect to each Quarter;
(C) approving, modifying or amending the annual Capital Budget and Operating Budget for the Partnership (with it being understood that the latest approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters under which the Officers are authorized to expend Partnership funds without further Management Committee approval;
(D) issuing or causing to be issued any Capital Call under Section 4.1 or Loan Notice under Section 4.2;
(E) any additions to (by acquisition, development, construction or otherwise) or expansions or extensions of the Facilities, provided that any additions, expansions or extensions to the Facilities approved by either (I) any duly authorized Officer(s) pursuant to authority delegated by the Management Committee or (II) in accordance with the Master Services Agreement, shall be deemed approved by the Management Committee for purposes hereof and shall not require separate approval;
(F) appointing Officers of the Partnership and determining their authority to act on behalf of the Partnership;
(G) designating Officers or employees to serve on the audit committee of the Partnership, if one shall be established by the Management Committee;
(H) any change in the Partnership’s name;
(I) causing the Partnership to enter into any short-term or long-term indebtedness, but Working Capital Borrowings made from time-to-time under an agreement previously approved as contemplated herein need not be further approved by the Management Committee;
(J) except for any commencement or resolution that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(D) above, the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means of any matter brought under the NGA Section 4 (15 U.S.C. Section 717(c)) or Section 5 (15 U.S.C. Section 717(d)); provided that the Management Committee may delegate to any duly authorized Officer(s) the right(s) to commence or resolve any such proceeding involving (i) a reduction of not more than $25 _____ million in the Partnership’s revenues for any 12-month period; (ii) the composition of any liability or less;indebtedness exceeding $____ million in any 12-month period or $____ million in the aggregate or (iii) an immaterial effect on the level of throughput in or capacity of the Facilities subject to firm or interruptible contracts; or
(K) making any tax elections under the Code; or
(L) except for any mortgage or pledge of any properties or assets that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(C) above, causing the Partnership to mortgage or pledge any of its properties or assets to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment.
Appears in 1 contract
Samples: General Partnership Agreement (El Paso Pipeline Partners, L.P.)
Majority Interest. Except for matters that are covered by Section 6.2(h)(i) or matters that the law otherwise requires approval by a greater percentage, a A Majority Interest shall be required to approve any action that requires approval of the Partners or the Representatives, including the following mattersapprove:
(A) causing the Partnership to take any action under this Agreement that requires Management Committee approval other than the actions specified in Section 6.2(h)(i);
(B) the determination of the amount of Available Cash with respect to each Quarter;
(C) approving, modifying or amending the annual Capital Budget and Operating Budget for the Partnership (with it being understood that the latest approved Capital Budget or Operating Budget shall be used, and deemed approved, for any subsequent period until the new Capital Budget or Operating Budget (as applicable) for that period is so approved), including the parameters under which the Officers are authorized to expend Partnership funds without further Management Committee approval;
(D) issuing or causing to be issued any Capital Call under Section 4.1 or Loan Notice under Section 4.2;
(E) any additions to (by acquisition, development, construction or otherwise) or expansions or extensions of the Facilities, provided that any additions, expansions or extensions to the Facilities approved by either (I) any duly authorized Officer(s) pursuant to authority delegated by the Management Committee or (II) in accordance with the Master Services Agreement, shall be deemed approved by the Management Committee for purposes hereof and shall not require separate approval;
(F) appointing Officers of the Partnership and determining their authority to act on behalf of the Partnership;
(G) designating Officers or employees to serve on the audit committee of the Partnership, if one shall be established by the Management Committee;
(H) any change in the Partnership’s name;
(I) causing the Partnership to enter into any short-term or long-term indebtedness, but Working Capital Borrowings made from time-to-time under an agreement previously approved as contemplated herein need not be further approved by the Management Committee;
(J) except for any commencement or resolution that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(D) above, the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means of any matter brought under the NGA Section 4 (15 U.S.C. Section 717(c)) or ), Section 5 (15 U.S.C. Section 717(d)), Section 8 (15 U.S.C. Section 717(g)) or Section 9 (15 U.S.C. Section 717(h)); provided that the Management Committee may delegate to any duly authorized Officer(s) the right(s) to commence or resolve any such proceeding involving $25 (i) a reduction of not more than $ million in the Partnership’s revenues for any 12-month period; (ii) the composition of any liability or lessindebtedness exceeding $ million in any 12-month period or $ million in the aggregate or (iii) an immaterial effect on the level of throughput in or capacity of the Facilities subject to firm or interruptible contracts;
(K) making any tax elections under the Code; or
(L) except for engaging any mortgage engineer, auditor, attorney or pledge of any properties other consultant or assets that requires the unanimous approval of the Management Committee pursuant to Section 6.2(i)(C) above, causing the Partnership to mortgage or pledge any of its properties or assets to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repaymentadviser.
Appears in 1 contract
Samples: General Partnership Agreement (El Paso Pipeline Partners, L.P.)