Common use of Operator Power and Authority; Services Clause in Contracts

Operator Power and Authority; Services. Subject to the limitations set forth in this Agreement, including Section 2.2, the Partnership hereby delegates to Operator the responsibility for the day-to-day management of the Business. Pursuant to such delegated authority and subject to such limitations, except in the event of Force Majeure, Operator shall be responsible for and shall have all necessary power and authority to act on behalf of the Partnership Group with respect to the following (collectively, the “Services”): (a) preparing, revising and submitting to the Partnership with respect to each DevCo (i) a proposed annual operating and capital expenditure budget in accordance with the terms of the applicable DevCo Agreement of Limited Partnership and (ii) a proposed Gathering System Plan (and amendments and modifications to previously approved Gathering System Plans) in accordance with the terms of the Sponsor Gathering Agreements; (b) providing prompt written notice to the Partnership of (i) any Action or Claim that is asserted against the Partnership Midstream Assets, the Partnership or, to the extent related to the Partnership Midstream Assets or the Services, Operator or (ii) any casualty loss to the Partnership Midstream Assets; (c) preparing and furnishing to the requisite Governmental Authority, as well as to the Partnership, all reports and information required by Law to be furnished to such Governmental Authority in connection with the ownership by the Partnership Group of, or the operation of, the Partnership Midstream Assets; (d) performing accounting, bookkeeping, treasury and finance services, including xxxxxxxx, collections and cash management services and assisting the Partnership to comply with and administer the Partnership’s debt instruments; (i) maintaining the Partnership’s books and records, (ii) coordinating, on behalf of the Partnership, the work of external auditors for the Partnership’s Annual Financial Reports, Quarterly Financial Reports and other reporting throughout the year as warranted and (iii) providing, or causing to be provided, the Annual Financial Reports within 90 days following the end of the Partnership’s fiscal year, the Quarterly Financial Reports within 45 days after the end of each calendar quarter and such other financial reports as reasonably requested by the Partnership which will be provided as soon as is reasonably practicable by Operator; (f) performing and managing matters relating to (i) compliance services, (ii) information technology and data processing services and (iii) capacity marketing; (g) performing tax services; (h) performing risk management services, including management of the procurement of insurance; (i) upon request of the Partnership, performing investor relations services; (j) managing acquisitions, including acquisitions of pipe, ROW and other equipment, and divestitures of the Partnership Midstream Assets; (k) performing all actions necessary or appropriate to develop, engineer, manage, supervise, operate, monitor, maintain and repair the Partnership Midstream Assets; (i) negotiating, executing, modifying, administering, and extending, on behalf of the Partnership, and causing the Partnership to enter into, contracts relating to the Partnership Midstream Assets, including (A) contracts necessary in order for Operator’s fulfillment of its obligations under this Section 2.1 and (B) contracts for the provision of natural gas transportation services and (ii) maintaining, materially complying with (to the extent within the control of Operator) and enforcing (subject to obtaining the Partnership’s approval prior to instigating any suit or proceeding on behalf of Partnership) on behalf of the Partnership, all contracts that (A) are entered into by the Partnership at Operator’s direction or otherwise, if such contract has been provided to Operator and (B) relate to the Partnership Midstream Assets or to Operator’s fulfillment of its obligations under this Section 2.1, including contracts for the provision of natural gas transportation services; (m) providing prompt written notice to the Partnership of any upcoming normal and routine maintenance, repair and modification projects that are planned for the Partnership Midstream Assets and that will result in an interruption of Gathering Services under the Sponsor Gathering Agreements; and (n) performing such other duties as may be determined from time to time by the Partnership and agreed to by Operator.

Operator Power and Authority; Services. Subject to the limitations set forth in this Agreement, including Section 2.2, the Partnership hereby delegates to Operator the responsibility for the day-to-day management of the Business. Pursuant to such delegated authority and subject to such limitations, except in the event of Force Majeure, Operator shall be responsible for and shall have all necessary power and authority to act on behalf of the Partnership Group with respect to the following (collectively, the “Services”): (a) preparing, revising and submitting to the Partnership with respect to each DevCo (i) a proposed annual operating and capital expenditure budget in accordance with the terms of the applicable DevCo Agreement of Limited Partnership and (ii) a proposed Gathering System Plan (and amendments and modifications to previously approved Gathering System Plans) in accordance with the terms of the Sponsor Gathering Agreements; (b) preparing, revising and submitting to the Partnership with respect to each other member of the Partnership Group a proposed annual operating and capital expenditure budget; (c) providing prompt written notice to the Partnership of (i) any Action or Claim that is asserted against the Partnership Midstream Assets, the Partnership or, to the extent related to the Partnership Midstream Assets or the Services, Operator or (ii) any casualty loss to the Partnership Midstream Assets; (cd) preparing and furnishing to the requisite Governmental Authority, as well as to the Partnership, all reports and information required by Law to be furnished to such Governmental Authority in connection with the ownership by the Partnership Group of, or the operation of, the Partnership Midstream Assets; (de) performing accounting, bookkeeping, treasury and finance services, including xxxxxxxx, collections and cash management services and assisting the Partnership to comply with and administer the Partnership’s debt instruments; (i) maintaining the Partnership’s books and records, (ii) coordinating, on behalf of the Partnership, the work of external auditors for the Partnership’s Annual Financial Reports, Quarterly Financial Reports, Monthly Financial Reports and other reporting throughout the year as warranted and (iii) providing, or causing to be provided, the Annual Financial Reports within 90 days following the end of the Partnership’s fiscal year, the Quarterly Financial Reports within 45 days after the end of each calendar quarter quarter, the Monthly Financial Reports within 45 days after the end of each calendar month and such other financial reports as reasonably requested by the Partnership which will be provided as soon as is reasonably practicable by Operator; (fg) performing and managing matters relating to (i) compliance services, (ii) information technology and data processing services and (iii) capacity marketing; (gh) performing tax services; (hi) performing risk management services, including management of the procurement of insurance; (ij) upon request of the Partnership, performing investor relations services; (jk) managing acquisitions, including acquisitions of pipe, ROW and other equipment, and divestitures of the Partnership Midstream Assets; (kl) performing all actions necessary or appropriate to develop, engineer, manage, supervise, operate, monitor, maintain and repair the Partnership Midstream Assets; (i) negotiating, executing, modifying, administering, and extending, on behalf of the Partnership, and causing the Partnership to enter into, contracts relating to the Partnership Midstream Assets, including (A) contracts necessary in order for Operator’s fulfillment of its obligations under this Section 2.1 and (B) contracts for the provision of natural gas transportation services and (ii) maintaining, materially complying with (to the extent within the control of Operator) and enforcing (subject to obtaining the Partnership’s approval prior to instigating any suit or proceeding on behalf of Partnership) on behalf of the Partnership, all contracts that (A) are entered into by the Partnership at Operator’s direction request or otherwise, if such contract has been provided to Operator and (B) relate to the Partnership Midstream Assets or to Operator’s fulfillment of its obligations under this Section 2.1, including contracts for the provision of natural gas transportation services; (mn) providing prompt written notice to the Partnership of any upcoming normal and routine maintenance, repair and modification projects that are planned for the Partnership Midstream Assets and that will result in an interruption of Gathering Services under the Sponsor Gathering Agreements; and (no) performing such other duties as may be determined from time to time by the Partnership and agreed to by Operator.

Operator Power and Authority; Services. Subject to the limitations set forth in this Agreement, including Section 2.2, the Partnership hereby delegates to Operator the responsibility for the day-to-day management of the Business. Pursuant to such delegated authority and subject to such limitations, except in the event of Force Majeure, Operator shall be responsible for and shall have all necessary power and authority to act on behalf of the Partnership Group with respect to the following (collectively, the “Services”): (a) preparing, revising and submitting to the Partnership with respect to each DevCo (i) a proposed annual operating and capital expenditure budget in accordance with the terms of the applicable DevCo Agreement of Limited Partnership and (ii) a proposed Gathering System Plan (and amendments and modifications to previously approved Gathering System Plans) in accordance with the terms of the Sponsor Gathering Agreements; (b) preparing, revising and submitting to the Partnership with respect to each other member of the Partnership Group a proposed annual operating and capital expenditure budget; (c) providing prompt written notice to the Partnership of (i) any Action or Claim that is asserted against the Partnership Midstream Assets, the Partnership or, to the extent related to the Partnership Midstream Assets or the Services, Operator or (ii) any casualty loss to the Partnership Midstream Assets; (cd) preparing and furnishing to the requisite Governmental Authority, as well as to the Partnership, all reports and information required by Law to be furnished to such Governmental Authority in connection with the ownership by the Partnership Group of, or the operation of, the Partnership Midstream Assets; (de) performing accounting, bookkeeping, treasury and finance services, including xxxxxxxx, collections and cash management services and assisting the Partnership to comply with and administer the Partnership’s debt instruments; (i) maintaining the Partnership’s books and records, (ii) coordinating, on behalf of the Partnership, the work of external auditors for the Partnership’s Annual Financial Reports, Quarterly Financial Reports, Monthly Financial Reports and other reporting throughout the year as warranted and (iii) providing, or causing to be provided, the Annual Financial Reports within 90 days following the end of the Partnership’s fiscal year, the Quarterly Financial Reports within 45 days after the end of each calendar quarter quarter, the Monthly Financial Reports within 45 days after the end of each calendar month and such other financial reports as reasonably requested by the Partnership which will be provided as soon as is reasonably practicable by Operator; (fg) performing and managing matters relating to (i) compliance services, (ii) information technology and data processing services and (iii) capacity marketing; (g) performing tax services; (h) performing risk management services, including management of the procurement of insurance; (i) upon request of the Partnership, performing investor relations services; (j) managing acquisitions, including acquisitions of pipe, ROW and other equipment, and divestitures of the Partnership Midstream Assets; (k) performing all actions necessary or appropriate to develop, engineer, manage, supervise, operate, monitor, maintain and repair the Partnership Midstream Assets; (i) negotiating, executing, modifying, administering, and extending, on behalf of the Partnership, and causing the Partnership to enter into, contracts relating to the Partnership Midstream Assets, including (A) contracts necessary in order for Operator’s fulfillment of its obligations under this Section 2.1 and (B) contracts for the provision of natural gas transportation services and (ii) maintaining, materially complying with (to the extent within the control of Operator) and enforcing (subject to obtaining the Partnership’s approval prior to instigating any suit or proceeding on behalf of Partnership) on behalf of the Partnership, all contracts that (A) are entered into by the Partnership at Operator’s direction or otherwise, if such contract has been provided to Operator and (B) relate to the Partnership Midstream Assets or to Operator’s fulfillment of its obligations under this Section 2.1, including contracts for the provision of natural gas transportation services; (m) providing prompt written notice to the Partnership of any upcoming normal and routine maintenance, repair and modification projects that are planned for the Partnership Midstream Assets and that will result in an interruption of Gathering Services under the Sponsor Gathering Agreements; and (n) performing such other duties as may be determined from time to time by the Partnership and agreed to by Operator.