Common use of Other Matters Concerning the General Partner Clause in Contracts

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any officers, a duly appointed attorney or attorneys-in-factfact or the duly authorized officers of the Partnership. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, it and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the which such General Partner reasonably believes to be within with such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneysattorney-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) . C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers advisors selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including including, without limitation, an Opinion opinion of Counselcounsel) of such any of those Persons as to matters that the General Partner reasonably believes to be within such that Person’s professional or expert competence shall will be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or that opinion. (c) The General Partner shall have has the right, in respect of any of its powers power, authority or obligations hereunderunder this Agreement, to act through any of its duly authorized officers officers. (d) Any standard of care or duty imposed under the Act or any duly appointed attorney applicable Law will be modified, waived or attorneys-in-fact. Each such attorney shall, limited to the extent provided by legally permissible as required to permit the General Partner in to act under this Agreement or any other agreement contemplated by this Agreement and to make any decision pursuant to the power of attorney, have full power and or authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunderprescribed in this Agreement.

Other Matters Concerning the General Partner. (a) A. The General Partner may rely and shall be protected in acting acting, or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a1) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b2) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by itit in good faith and in compliance with Section 7.5, and any act taken or omitted to be taken in reliance upon the advice or opinion (including including, without limitation, an Opinion opinion of Counselcounsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c3) The General Partner shall have the right, in respect of any of its powers power, authority or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney agents. (4) Any standard of care or attorneys-in-fact. Each such attorney shallduty imposed under the Act or any applicable law shall be modified, waived or limited as required to permit the General Partner to act under this Agreement or any other agreement contemplated by this Agreement and to make any decision pursuant to the extent provided power or authority prescribed in this Agreement, so long as such action is reasonably believed by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by in, or not opposed to, the General Partner hereunderbest interests of the Partnership.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) A. The General Partner may rely rely, shall not be liable from and shall be protected in acting acting, or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counselwhich may be verbal) of such Persons as to matters that the which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any officers, employees, agents and duly appointed attorney or attorneys-in-fact. Each such attorney Person shall, to the extent provided authorized by the General Partner in the power of attorneyPartner, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any officers, a duly appointed attorney or attorneys-in-factfact or the duly authorized officers of the Partnership. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.. - 49 - Alliance Holdings GP, L.P.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) A. The General Partner may rely and shall be protected in acting acting, or refraining from acting acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the which such General Partner reasonably believes to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that which is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including including, without limitation, an Opinion of Counsel) of such Persons as to matters that the such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) A. The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) . C. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any agents and a duly appointed attorney or attorneys-in-factfact (including, without limitation, officers and directors of the General Partner). Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) 7.10.1 The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) 7.10.2 The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) 7.10.3 The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, engineers, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, it and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion opinion of Counselcounsel) of such Persons persons as to matters that the General Partner reasonably believes to be within such Person’s person's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in with respect of to any of its powers or obligations hereunder, to act through any of its duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty that is permitted or required to be done by the General Partner hereunder.

Other Matters Concerning the General Partner. (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, real estate brokers, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, it and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes believe to be within such Person’s 's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion. (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its their duly authorized officers or any and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each all and every act and duty that is permitted or required to be done by the General Partner hereunder.