Common use of Management of Partnership Affairs Clause in Contracts

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD EPE Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s 's business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s 's EPD Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s 's title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s 's name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. (a) Except for situations in which the approval of the Limited other Partners is expressly required by this Agreement or by non-waivable nonwaivable provisions of applicable law, the Managing General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the samethose matters, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The Managing General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall may make or take all decisions and take all actions for the Partnership not otherwise provided for hereinin this Agreement, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as Partnership that may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (cii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of moniesmoney, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (diii) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title theretogood order; (eiv) collecting all sums due the Partnership; (fv) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (gvi) causing securities owned by acquiring, utilizing for Partnership purposes, and Disposing of any asset of the Partnership; (vii) borrowing money or otherwise committing the credit of the Partnership to be registered in for Partnership activities, for activities of the Partnership’s name Affiliates and voluntary prepayments or in the name extensions of a nominee or to be held in street name, as the General Partner may electdebt; (hviii) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors advisers and consultants; (iix) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; andPartnership; (jx) determining distributions of Partnership cash and other property as provided in Sections 5.03 Section 5.02; and (xi) appointing and 5.04electing Persons to act as agents of the Partnership to perform such duties and in such capacities and having such titles as determined by the Managing General Partner (it being agreed that any Person representing the Partnership with a given title shall have such duties and authority as contemplated by the description of such title contained in the Managing General Partner’s Bylaws as of the date of this Agreement). (b) Unless appointed by the Managing General Partner as contemplated by Section 6.01(a)(xi) above, no Partner (other than the Managing General Partner) has the authority or power to act for or on behalf of the Partnership, to do any act that would be binding on the Partnership, or to incur any expenditures on behalf of the Partnership. (c) Any Person dealing with the Partnership, other than a Partner, may rely on the authority of the Managing General Partner in taking any action in the name of the Partnership without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD TPP Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership Partnership, including without limitation the incurrence of indebtedness to fund the acquisition of any TPP Units, and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership Partnership, including without limitation the incurrence of indebtedness to fund the acquisition of any EPD Units, and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: : (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; ; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; ; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; ; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; ; (e) collecting all sums due the Partnership; ; -16- (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; ; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; ; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; ; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.. 6.02

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD EPE Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. Except for situations in which the approval of the Limited Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s business. The General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall make or take all decisions and actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD TEPPCO Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and drawing checks and other orders for the payment of monies; (d) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title thereto; (e) collecting all sums due the Partnership; (f) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (g) causing securities owned by the Partnership to be registered in the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors and consultants; (i) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; and (j) determining distributions of Partnership cash as provided in Sections 5.03 and 5.04.

Management of Partnership Affairs. (a) Except for situations in which the approval of the Limited other Partners is expressly required by this Agreement or by non-waivable provisions of applicable law, the Managing General Partner shall have full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding the same, and to perform any and all other acts or activities customary or incident to the management of the Partnership’s 's business. The Managing General Partner shall receive no compensation for its services as such. Subject to the other express provisions hereof, the General Partner shall may make or take all decisions and take all actions for the Partnership not otherwise provided for herein, including, without limitation, the following: (a) acquiring, holding, managing, selling, Disposing of, and otherwise dealing with and investing in (i) the Partnership’s EPD Units, or (ii) temporary investments of Partnership capital in U.S. government securities, certificates of deposit with maturities of less than one year, commercial paper (rated or unrated), and other highly liquid securities; (b) entering into, making, and performing all contracts, agreements, and other undertakings binding the Partnership, Partnership as may be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership and making all decisions and waivers thereunder; (cii) opening and maintaining bank and investment accounts and arrangements (including margin accounts and arrangements), drawing checks and other orders for the payment of moniesmoney, and designating individuals with authority to sign or give instructions with respect to such accounts and arrangements; (diii) maintaining the assets of the Partnership in compliance with applicable securities laws and protecting and preserving the Partnership’s title theretogood order; (eiv) collecting all sums due the Partnership; (fv) to the extent that funds of the Partnership are available therefor, paying as they become due all debts and obligations of the Partnership; (gvi) causing securities owned by the acquiring, utilizing for Partnership to be registered in purposes, and Disposing of any asset of the Partnership’s name or in the name of a nominee or to be held in street name, as the General Partner may elect; (hvii) borrowing money or otherwise committing the credit of the Partnership for Partnership activities and voluntary prepayments or extensions of debt; (viii) retaining the services of employees and agents of the Partnership and the terms of any such arrangements; (ix) selecting, removing, and changing the authority and responsibility of lawyers, accountants, brokers, and other advisors advisers and consultants; (ix) obtaining insurance for the Partnership to the extent the General Partner deems appropriate; andPartnership; (jxi) determining distributions of Partnership cash and other property as provided in Section 5.02; (xii) loaning or advancing sums of money or property of the Partnership to any Partner or any of their Affiliates or to third parties as provided in Sections 5.03 2.04 and 5.044.04(b); and (xiii) doing and performing all acts and deeds, or causing same to be done or performed, necessary, helpful or advisable in connection with, relating to or ancillary to the actions described in subparagraphs (i) - (xi) above. (b) Notwithstanding the provisions of Section 6.01(a), without the written consent of Limited Partners having more than 50% of the Sharing Ratios attributable to all Limited Partners, the Managing General Partner shall not cause the Partnership to sell all or substantially all of the Partnership's assets. (c) No Partner other than the Managing General Partner shall have the authority or power in its capacity as such to act for or on behalf of the Partnership or any other Partner, to do any act that would be binding on the Partnership or any other Partner, or to incur any expenditures on behalf of or with respect to the Partnership. (d) Any Person dealing with the Partnership, other than a Partner, shall be entitled to rely on the authority of the Managing General Partner in taking any action in the name of the Partnership without inquiry into the provisions of this Agreement or compliance therewith, regardless of whether such action actually is taken in accordance with the provisions hereof.