Common use of Power and Authority of Partners Clause in Contracts

Power and Authority of Partners. No Partner shall take any action in the name of or on behalf of the Company, including without limitation assuming any obligation or responsibility on behalf of the Company, unless such action, and the taking thereof by such Partner, shall have been expressly authorized by the Board of Representatives or shall be expressly and specifically authorized by this Agreement. The standard of conduct applicable to the Tax Matters Partner when acting in such capacity shall be the same standard as is applicable to Representatives pursuant to Section 5.1, and in applying such standard to the Tax Matters Partner, the actions of the Tax Matters Partner, as such, shall not be deemed to be the implementation of any right of such Partner provided under the express provisions of this Partnership Agreement or any other Transaction Document (as defined in the Alliance Agreement). Except as set forth in the immediately preceding sentence, the Partners, in their capacity as such, shall have no authority or right to act on behalf of or bind the Company in connection with any matter.

Power and Authority of Partners. No Partner shall take any ------------------------------- action in the name of or on behalf of the Company, including without limitation assuming any obligation or responsibility on behalf of the Company, unless such action, and the taking thereof by such Partner, shall have been expressly authorized by the Board of Representatives or shall be expressly and specifically authorized by this Agreement. The standard of conduct applicable to the Tax Matters Partner when acting in such capacity shall be the same standard as is applicable to Representatives pursuant to Section 5.1, and in applying such standard to the Tax Matters Partner, the actions of the Tax Matters Partner, as such, shall not be deemed to be the implementation of any right of such Partner provided under the express provisions of this Partnership Agreement or any other Transaction Document (as defined in the Alliance Agreement). Except as set forth in the immediately preceding sentence, the Partners, in their capacity as such, shall have no authority or right to act on behalf of or bind the Company in connection with any matter.