Common use of Management of Partnership Clause in Contracts

Management of Partnership. (a) The right to manage, control, and conduct the business and affairs of the Partnership shall be vested solely in the General Partner. Except as provided in Sections 2.01(b) and 7.01, the Limited Partners shall not take part in the management of the affairs of the Partnership and under no circumstances may any Limited Partner control the Partnership business or sign for or bind the Partnership. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the General Partner shall have the exclusive authority to act for and on behalf of the Partnership, and no third party shall ever be required to inquire into the authority of the General Partner to take such action on behalf of the Partnership. Except as expressly limited in this Agreement, the General Partner shall have the rights, authority, and powers of general partners with respect to the Partnership business and the Partnership Assets as set forth in the Act as in effect upon the Effective Date of this Agreement. The General Partner shall not be required to devote its full time and attention to the business of the Partnership, but only such time as it deems necessary for the proper conduct of the Partnership's affairs. (b) No act shall be taken, sum expended or obligation incurred by the General Partner for or on behalf of the Partnership with respect to a matter within the scope of any of the following major decisions ("Major Decisions") affecting, directly or indirectly, the Partnership, or the Partnership Assets, unless approved as described in subsection 2.01(c): (i) Financing or refinancing of the Partnership or the Partnership Assets; (ii) Selling, exchanging, or otherwise disposing of all or substantially all of the Partnership Assets; or (iii) Admitting a New Partner (as defined in Section 5.05) to the Partnership. (c) No Major Decision may be made or effected by or on behalf of the Partnership without the approval of the Partners holding a majority of all Percentage Interests (as defined in Section 4.01) in the Partnership. As used in this Agreement, "Approved by the Partners", "Approval of the Partners", and other like terms shall mean the approval or consent of the Partners holding a majority of the Percentage Interests in the Partnership. Any Partner may at any time propose a Major Decision to the other Partners by giving written notice to the other Partners. Within ten (10) days after receipt of such notice, each Partner shall indicate, in writing, to the requesting Partner, his or its approval or disapproval of such Major Decision; provided, that, in the event any Partner does not respond in such 10-day period, such Partner shall be deemed to have disapproved such Major Decision. If any Partner or Partners holding a majority of the Percentage Interests in the Partnership approve of, consent to, or otherwise take any action contemplated by this Section 2.01(c), such action shall neither require any further polling of any other Partners, nor require any further approval, consent, or action of any other Partners.

Management of Partnership. (a) The right to manage, control, and conduct the business and affairs of the Partnership shall be vested solely in the General Partner. Except as provided in Sections 2.01(b) and 7.01, the Limited Partners shall not take part in the management of the affairs of the Partnership and under no circumstances may any the Limited Partner Partners control the Partnership business or sign for or bind the Partnership. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the General Partner shall have the exclusive authority to act for and on behalf of the Partnership, including, without limitation, causing the Partnership to enter into acquisition agreements related to the acquisition of Integrated, and documents and other instruments related thereto, and no third party shall ever be required to inquire into the authority of the General Partner to take such action on behalf of the Partnership. Except as expressly limited in this Agreement, the General Partner shall have the rights, authority, and powers of general partners with respect to the Partnership business and the Partnership Assets as set forth in the Act as in effect upon the Effective Date of this Agreement. The General Partner shall not be required to devote its full time and attention to the business of the Partnership, but only such time as it deems necessary for the proper conduct of the Partnership's affairs. (b) No act shall be taken, sum expended or obligation incurred by the General Partner for or on behalf of the Partnership with respect to a matter within the scope of any of the following major decisions ("Major Decisions") affecting, directly or indirectly, the Partnership, or the Partnership Assets, unless approved as described in subsection 2.01(c): (i) Financing or refinancing of the Partnership or the Partnership Assets, including, without limitation, the granting of any mortgages, pledges, or other encumbrances of the Partnership Assets in connection therewith (other than in the ordinary course of business); (ii) Selling, exchanging, exchanging or otherwise conveying or disposing of any interest in all or substantially all any portion of the Securities or any other Partnership Assets; orAsset, including, without limitation, by merger or consolidation, except for disposition or replacement of personal property in the ordinary course of business; (iii) Admitting a New Partner (as defined in Section 5.05) to the Partnership; (iv) Seeking or allowing the Partnership to seek protection from creditors under any state or federal law, code, or statute; (v) Initiating, settling, or compromising any material litigation matters involving the Partnership; (vi) Voting the Securities with respect to material matters, including, without limitation, the election of directors of Integrated; or (vii) Dissolving the Partnership pursuant to Article 6.02(d). (c) No Major Decision may be made or effected by or on behalf of the Partnership without the approval of the Partners holding a majority 75% of all Percentage Interests (as defined in Section 4.01) in the Partnership. As used in this Agreement, "Approved by the Partners", ," "Approval of the Partners", ," and other like terms shall mean the approval or consent of the Partners holding a majority 75% of the Percentage Interests in the Partnership. Any The General Partner may at any time propose a Major Decision an action requiring Approval of the Partners to the other Limited Partners by giving written notice to the other Limited Partners. Within ten (10) days after receipt of such notice, each Partner shall indicate, in writing, to the requesting General Partner, his or its approval or disapproval of such Major Decision; provided, that, in the event any Partner does not respond in such 10-day period, such Partner shall be deemed to have disapproved such Major Decision. If any Partner or Partners holding a majority 75% of the Percentage Interests in the Partnership approve of, consent to, or otherwise take any action contemplated by this Section 2.01(c)2.01, such action shall neither require any further polling of any other Partners, nor require any further approval, consent, or action of any other Partners. In the event Partners holding less than 75% of the Percentage Interests of the Partners with respect to a Major Decision have approved or consented to such Major Decision within the aforementioned 10-day period, such action shall constitute disapproval by the Partners of such Major Decision.

Management of Partnership. (a) The right to manage, control, and conduct the business and affairs of the Partnership shall be vested solely in the General Partner. Except as provided in Sections 2.01(b) and 7.01, the Limited Partners shall not take part in the management of the affairs of the Partnership and under no circumstances may any the Limited Partner Partners control the Partnership business or sign for or bind the Partnership. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the General Partner shall have the exclusive authority to act for and on behalf of the Partnership, including, without limitation, causing the Partnership to enter into acquisition agreements related to the acquisition of Integrated, and documents and other instruments related thereto, and no third party shall ever be required to inquire into the authority of the General Partner to take such action on behalf of the Partnership. Except as expressly limited in this Agreement, the General Partner shall have the rights, authority, and powers of general partners with respect to the Partnership business and the Partnership Assets as set forth in the Act as in effect upon the Effective Date of this Agreement. The General Partner shall not be required to devote its full time and attention to the business of the Partnership, but only such time as it deems necessary for the proper conduct of the Partnership's affairs. (b) No act shall be taken, sum expended or obligation incurred by the General Partner for or on behalf of the Partnership with respect to a matter within the scope of any of the following major decisions ("Major Decisions") affecting, directly or indirectly, the Partnership, or the Partnership Assets, unless approved as described in subsection 2.01(c): (i) Financing or refinancing of the Partnership or the Partnership Assets, including, without limitation, the granting of any mortgages, pledges, or other encumbrances of the Partnership Assets in connection therewith (other than in the ordinary course of business); (ii) Selling, exchanging, exchanging or otherwise conveying or disposing of any interest in all or substantially all any portion of the Securities or any other Partnership Assets; orAsset, including, without limitation, by merger or consolidation, except for disposition or replacement of personal property in the ordinary course of business; (iii) Admitting a New Partner (as defined in Section 5.05) to the Partnership; (iv) Seeking or allowing the Partnership to seek protection from creditors under any state or federal law, code, or statute; (v) Initiating, settling, or compromising any material litigation matters involving the Partnership; (vi) Voting the Securities with respect to material matters, including, without limitation, the election of directors of Integrated; or (vii) Dissolving the Partnership pursuant to Article 6.02(d). (c) No Major Decision may be made or effected by or on behalf of the Partnership without the approval of the Partners Partners, which shall include Keystone, Inc., a Texas corporation ("Keystone"), holding a majority at least 75% of all Percentage Interests (as defined in Section 4.01) in the Partnership. As used in this Agreement, "Approved by the Partners", ," "Approval of the Partners", ," and other like terms shall mean the approval or consent of the Partners Partners, which shall include Keystone, holding a majority at least 75% of the Percentage Interests in the Partnership. Any The General Partner may at any time propose a Major Decision an action requiring Approval of the Partners to the other Limited Partners by giving written notice to the other Limited Partners. Within ten (10) days after receipt of such notice, each Partner shall indicate, in writing, to the requesting General Partner, his or its approval or disapproval of such Major Decision; provided, that, in the event any Partner does not respond in such 10-day period, such Partner shall be deemed to have disapproved such Major Decision. If any Partner or Partners Partners, including Keystone, holding a majority at least 75% of the Percentage Interests in the Partnership approve of, consent to, or otherwise take any action contemplated by this Section 2.01(c)2.01, such action shall neither require any further polling of any other Partners, nor require any further approval, consent, or action of any other Partners. In the event Partners holding less than 75% of the Percentage Interests of the Partners with respect to a Major Decision have approved or consented to such Major Decision within the aforementioned 10-day period, such action shall constitute disapproval by the Partners of such Major Decision.

Management of Partnership. (a) The right to manage, control, and conduct the business and affairs of the Partnership shall be vested solely in the General Partner. Except as provided in Sections 2.01(b) and 7.01), the Limited Partners shall not take part in the management of the affairs of the Partnership and under no circumstances may any Limited Partner control the Partnership business or sign for or bind the Partnership. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained in this Agreement, the General Partner shall have the exclusive authority to act for and on behalf of the Partnership, and no third party shall ever be required to inquire into the authority of the General Partner to take such action on behalf of the Partnership. Except as expressly limited in this Agreement, the General Partner shall have the rights, authority, and powers of general partners with respect to the Partnership business and the Partnership Assets as set forth in the Act as in effect upon the Effective Date of this Agreement. The General Partner shall not be required to devote its full time and attention to the business of the Partnership, but only such time as it deems necessary for the proper conduct of the Partnership's affairs. (b) No act shall be taken, sum expended expended, or obligation incurred by the General Partner for or on behalf of the Partnership with respect to a matter within the scope of any of the following major decisions ("Major Decisions") affecting, directly or indirectly, the Partnership, Partnership or the Partnership Assets, unless approved as described in subsection 2.01(c): (i) Financing or refinancing of the Partnership or the Partnership Assets; (ii) SellingExcept as provided for in Sections 4.05(b) and (c), exchanging, or otherwise disposing of all or substantially all any of the Partnership Assets; (iii) Making an assignment for the benefit of creditors; (iv) Filing a petition under any bankruptcy or other similar law; or (iiiv) Admitting a New Partner (as defined in Section 5.05) to the PartnershipAmending this Agreement. (c) No Major Decision may be made or effected by or on behalf of the Partnership without the unanimous approval of the Partners holding a majority of all Percentage Interests (as defined in Section 4.01) in the PartnershipPartners. As used in this Agreement, "Approved by the Partners", "Approval of the Partners", and other like terms shall mean the unanimous approval or consent of the Partners holding a majority of the Percentage Interests in the PartnershipPartners. Any Partner may at any time propose a Major Decision to the other Partners by giving written notice to the other Partners. Within ten (10) days after receipt of such notice, each Partner shall indicate, in writing, to the requesting Partner, his or its approval or disapproval of such Major Decision; provided, provided that, in the event any Partner does not respond in such 10-10 day period, such Partner shall be deemed to have disapproved such Major Decision. If any Partner or Partners holding a majority Upon the Approval of the Percentage Interests in Partners of a Major Decision, the Partnership approve of, consent to, or otherwise take any action contemplated by this Section 2.01(c), General Partner shall have full authority to carry out such action shall neither require any further polling of any other Partners, nor require any further approval, consent, or action of any other PartnersMajor Decision.