Other Matters Concerning the General Partner. (a) The General Partner, the Board of Directors (or any committee thereof) and any other Indemnitee 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, the Board of Directors (or any committee thereof) and any other Indemnitee 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 or such Indemnitee, respectively, 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, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership or any Group Member.
Appears in 7 contracts
Samples: Limited Partnership Agreement (Kimbell Royalty Partners, LP), Limited Partnership Agreement (Kimbell Royalty Partners, LP), Limited Partnership Agreement
Other Matters Concerning the General Partner. (a) The General PartnerManaging Member, the Board of Directors (or any committee thereof) and any other Indemnitee 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 PartnerManaging Member, the Board of Directors (or any committee thereof) and any other Indemnitee 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 Managing Member or such Indemnitee, respectively, 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 Managing Member shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officersofficers of the General Partner, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership Company or any Group Member.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Kimbell Royalty Partners, LP), Limited Liability Company Agreement (Kimbell Royalty Partners, LP), Limited Liability Company Agreement (Kimbell Royalty Partners, LP)
Other Matters Concerning the General Partner. (a) The General Partner, the Board of Directors (or any committee thereof) and any other Indemnitee 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 report or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.
(b) The General Partner, the Board of Directors (or any committee thereof) and any other Indemnitee 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 or such Indemnitee, respectively, reasonably believes to be within such Person’s professional or expert competence and in accordance with such advice or opinion shall be conclusively presumed to prima facie evidence that such actions have been done or omitted in good faith and in accordance with such advice or opinionfaith.
(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, a duly appointed officers and any attorney or attorneys-in-fact duly appointed by 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 all and every act and duty which is permitted or required to be done by the duly authorized officers of the Partnership or any Group MemberGeneral Partner hereunder.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Agreement of Limited Partnership (Trump Entertainment Resorts Holdings Lp), Limited Partnership Agreement (Trump Plaza Associates)
Other Matters Concerning the General Partner. (a) The General Partner, the Board of Directors (or any committee thereof) and any each other Indemnitee Indemnitee, 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 it, him or her to be genuine and to have been signed or presented by the proper party or parties.
(b) The General Partner, the Board of Directors (or any committee thereof) and any each other Indemnitee Indemnitee, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, him or her, 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 Partner, or such Indemnitee, respectivelyany of its directors of officers, 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 or the Partnership’s duly authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership or any Group Memberfact.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Rentech Nitrogen Partners, L.P.), Limited Partnership Agreement (Rentech Nitrogen Partners, L.P.)
Other Matters Concerning the General Partner. (a) The General Partner, the Board of Directors (or any committee thereof) and any other Indemnitee 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, the Board of Directors (or any committee thereof) and any other Indemnitee 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 or such Indemnitee, respectively, 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, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership or any Group Member.
Appears in 1 contract
Samples: Recapitalization Agreement (Kimbell Royalty Partners, LP)
Other Matters Concerning the General Partner. (a) The General PartnerPartner may rely, the Board of Directors (or any committee thereof) and any other Indemnitee may rely and shall be protected in acting or refraining from acting upon 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.. DOMINION ENERGY MIDSTREAM PARTNERS, LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(b) The General Partner, the Board of Directors (or any committee thereof) and any other Indemnitee 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 or such Indemnitee, respectively, 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 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 or the Partnership’s duly authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership or any Group Memberfact.
Appears in 1 contract
Samples: Limited Partnership Agreement (Dominion Energy Midstream Partners, LP)
Other Matters Concerning the General Partner. (a) The General PartnerManaging Member, the Board of Directors (or any committee thereof) and any other Indemnitee 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 PartnerManaging Member, the Board of Directors (or any committee thereof) and any other Indemnitee 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 Managing Member or such Indemnitee, respectively, 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 Managing Member shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officersofficers of the General Partner, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership Company or any Group Member.
Appears in 1 contract
Samples: Recapitalization Agreement (Kimbell Royalty Partners, LP)