Common use of Powers of General Partner Clause in Contracts

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any power to control or manage the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership; (c) to own, use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and other filings, and to render periodic and other reports, to governmental agencies or bodies having jurisdiction over the assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments;

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any power to control or manage the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership; (c) to own, use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and other filings, and to render periodic and other reports, to governmental agencies or bodies having jurisdiction over the assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments; (h) to distribute Partnership cash; (i) to utilize the services of officers and employees of the General Partner or of any other Persons and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors; (j) to maintain insurance for the benefit of the Partnership, the Partners and the Indemnitees; (k) to form, participate in or contribute or loan cash or property to limited or general partnerships, joint ventures, limited liability companies, corporations or similar arrangements; (l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; (m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes; (n) to purchase, sell or otherwise acquire or dispose of Units; and (o) to take any action in connection with the Partnership’s ownership and operation of any Group Member (including Holdco); in each case at such times and upon such terms and conditions as the General Partner deems appropriate or necessary, and subject to any express restrictions contained elsewhere in this Agreement.

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any power to control or manage the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership; (c) to own, use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and other filings, and to render periodic and other reports, to governmental agencies or bodies having jurisdiction over the assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments; (h) to distribute Partnership cash; (i) to utilize the services of officers and employees of the General Partner or of any other Persons and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors; (j) to maintain insurance for the benefit of the Partnership and the Partners; (k) to form, participate in or contribute or loan cash or property to limited or general partnerships, joint ventures, limited liability companies, corporations or similar arrangements; (l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; (m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes; and (n) to purchase, sell or otherwise acquire or dispose of Units; in each case at such times and upon such terms and conditions as the General Partner deems appropriate or necessary, and subject to any express restrictions contained elsewhere in this Agreement.

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no the Limited Partner shall not have any power to control or manage the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the PartnershipPartnership (subject to the provisions of Article XIV); (c) to own, use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and other filings, and to render periodic and other reports, reports to governmental agencies or bodies having jurisdiction over the assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments;

Powers of General Partner. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any power to control or manage the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership; (c) to own, use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and or other filings, and to render periodic and other reports, reports to governmental agencies or bodies having jurisdiction over the assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments; (h) to distribute Partnership cash; (i) to utilize the services of officers and employees of the General Partner or of any other Persons and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors; (j) to maintain insurance for the benefit of the Partnership and the Partners; (k) to form, participate in or contribute or loan cash or property to limited or general partnerships, joint ventures, corporations or similar arrangements; (l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; (m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes; (n) to purchase, sell or otherwise acquire or dispose of Units or units representing a partnership interest in NEICOP; (o) to cause the Partnership to merge another entity into itself or to allow the Partnership to be merged into another entity, provided that the General Partner has first obtained the approval of a Majority of Minority Interest for such merger if (i) the surviving entity of such merger is a partnership and the General Partner or its Affiliates will not hold, directly or indirectly, a majority of the general partnership interests of such surviving entity or (ii) the surviving entity of such merger is not a partnership and the General Partner or its Affiliates will not hold a majority of the beneficial interests therein entitled to vote generally; and (p) to cause the Partnership to take all such actions as may be necessary or appropriate to effect a Restructuring in accordance with Section 12.4, including but not limited to entering into the Intercompany Agreement, consummating the Dropdown and Exchange, serving as a general partner of NEICOP, making the election provided in Section 7704(g) of the Code and paying the tax imposed by Section 7704(g)(3)(A) of the Code, and revoking at any time the election provided in Section 7704(g) of the Code.