Common use of Partnership Governance Committee Clause in Contracts

Partnership Governance Committee. (A) To facilitate the management of the Partnership by the General Partners, the General Partners hereby establish a committee (the "Partnership Governance Committee") to manage and control the business, property and affairs of the Partnership, including the determination and implementation of the Partnership's strategic direction. Except to the extent expressly set forth in this Agreement, each General Partner agrees to exercise its authority to manage the affairs of the Partnership only through Partnership Governance Committee Action. Further, each General Partner agrees not to exercise, or purport or attempt to exercise, its authority (notwithstanding that each General Partner may have such authority pursuant to the Act) (i) to act for or incur, create or assume any obligation, liability or responsibility on behalf of the Partnership or any other General Partner, or (ii) to execute any documents on behalf of, or otherwise bind, or purport or attempt to bind, the Partnership, or (iii) to otherwise transact any business in the Partnership's name, in each case except pursuant to Partnership Governance Committee Action or except as provided in Section 5.7. (B) Except as expressly set forth in this Agreement, no Person or Persons other than (i) the General Partners, acting through the Partnership Governance Committee, and (ii) the officers of the Partnership appointed in accordance with this Agreement and acting as agents or employees, as applicable, of the Partnership in conformity with this Agreement and any applicable Partnership Governance Committee Action, shall be authorized (a) to exercise the powers of the Partnership, (b) to manage the business, property and affairs of the Partnership or (c) to contract for, or incur on behalf of, the Partnership any debts, liabilities or other obligations.

Partnership Governance Committee. (A1) To facilitate the management of the Partnership by the General Partners, the General Partners hereby establish a committee (the "Partnership Governance Committee") to manage and control the business, property and affairs of the Partnership, including the determination and implementation of the Partnership's strategic direction. Except to the extent expressly set forth in this Agreement, each General Partner agrees to exercise its authority to manage the affairs of the Partnership only through Partnership Governance Committee Action. Further, each General Partner agrees not to exercise, or purport or attempt to exercise, its authority (notwithstanding that each General Partner may have such authority pursuant to the Act) (i) to act for or incur, create or assume any obligation, liability or responsibility on behalf of the Partnership or any other General Partner, or (ii) to execute any documents on behalf of, or otherwise bind, or purport or attempt to bind, the Partnership, or (iii) to otherwise transact any business in the Partnership's name, in each case except pursuant to Partnership Governance Committee Action or except as provided in Section 5.7. (B2) Except as expressly set forth in this Agreement, no Person or Persons other than (i) the General Partners, acting through the Partnership Governance Committee, and (ii) the officers of the Partnership appointed in accordance with this Agreement and acting as agents or employees, as applicable, of the Partnership in conformity with this Agreement and any applicable Partnership Governance Committee Action, shall be authorized (a) to exercise the powers of the Partnership, (b) to manage the business, property and affairs of the Partnership or (c) to contract for, or incur on behalf of, the Partnership any debts, liabilities or other obligations.