Common use of Powers of the General Partner Clause in Contracts

Powers of the General Partner. A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall have the power, except and subject to the extent otherwise provided or limited in this Agreement: (i) to contribute the balance (after payment and retention of the amounts set forth in Section 3.5) of all Capital Contributions to the NPI Partnership as required by the Limited Partnership's interest therein, and to execute the NPI Partnership Agreement (including any amendment and restatement thereof) on behalf of the Limited Partnership; (ii) if the NPI Partnership is dissolved, to enter into all transactions contemplated by the NPI Partnership Agreement, subject to the limitations and provisions contained therein, notwithstanding anything to the contrary contained herein; (iii) to maintain the books and records of the Limited Partnership in accordance with the provisions of Section 10.1; (iv) subject to Sections 4.5D, 4.5E and 4.5F, to consent to certain actions on behalf of the Limited Partnership pursuant to the NPI Partnership Agreement; (v) to engage in any kind of activity and execute, perform and carry out contracts, agreements and other documents of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Limited Partnership; and (vi) to perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profits tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners and Unit Holders with respect to Limited Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Limited Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, the Depositary and those Unit Holders having less than a 1% interest in Profits unless the Depositary or Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf. B. No person, firm or corporation dealing with the Limited Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.

Powers of the General Partner. A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall have the power, except and subject to the extent otherwise provided or limited in this Agreement: (i) to contribute the balance (after payment and retention of the amounts set forth in Section 3.5) of all Capital Contributions to the NPI Production Partnership as required by the Limited Partnership's interest therein, and to execute the NPI Production Partnership Agreement (including any amendment and restatement thereof) on behalf of the Limited Partnership; (ii) if the NPI Production Partnership is dissolved, to enter into all transactions contemplated by the NPI Production Partnership Agreement, subject to the limitations and provisions contained therein, notwithstanding anything to the contrary contained herein; (iii) to maintain the books and records of the Limited Partnership in accordance with the provisions of Section 10.1; (iv) subject to Sections 4.5D, 4.5E and 4.5F, to consent to certain actions on behalf of the Limited Partnership pursuant to the NPI Production Partnership Agreement; (v) to engage in any kind of activity and execute, perform and carry out contracts, agreements and other documents of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Limited Partnership; and (vi) to perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profits tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners and Unit Holders with respect to Limited Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Limited Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, the Depositary and those Unit Holders having less than a 1% interest in Profits unless the Depositary or Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf. B. No person, firm or corporation dealing with the Limited Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.

Powers of the General Partner. A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall have the power, except and subject to the extent otherwise provided or limited in this Agreement: (i) to contribute the balance (after payment and retention of the amounts set forth in Section 3.5) of all Capital Contributions to the NPI Production Partnership as required by the Limited Partnership's interest therein, and to execute the NPI Production Partnership Agreement (including any amendment and restatement thereof) on behalf of the Limited Partnership; (ii) if the NPI Production Partnership is dissolved, to enter into all transactions contemplated by the NPI Production Partnership Agreement, subject to the limitations and provisions contained therein, notwithstanding anything to the contrary contained herein; (iii) to maintain the books and records of the Limited Partnership in accordance with the provisions of Section 10.1; (iv) subject to Sections 4.5D, 4.5E and 4.5F, to consent to certain actions on behalf of the Limited Partnership pursuant to the NPI Production Partnership Agreement; (v) to engage in any kind of activity and execute, perform and carry out contracts, agreements and other documents of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Limited Partnership; and (vi) to perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profits tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners and Unit Holders with respect to Limited Partnership tax items; (cC) the power to file a petition with an appropriate federal court for review of a final Limited Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, the Depositary and those Unit Holders having less than a 1% interest in Profits unless the Depositary or Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf. B. No person, firm or corporation dealing with the Limited Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.

Powers of the General Partner. A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall have the power, except and subject to the extent otherwise provided or limited in this Agreement: (i) to contribute the balance (after payment and retention of the amounts set forth in Section 3.5) of all Capital Contributions to the NPI Production Partnership as required by the Limited Partnership's interest therein, and to execute the NPI Production Partnership Agreement (including any amendment and restatement thereof) on behalf of the Limited Partnership; (ii) if the NPI Production Partnership is dissolved, to enter into all transactions contemplated by the NPI Production Partnership Agreement, subject to the limitations and provisions contained therein, notwithstanding anything to the contrary contained herein; (iii) to maintain the books and records of the Limited Partnership in accordance with the provisions of Section 10.110. 1; (iv) subject to Sections 4.5D, 4.5E and 4.5F, to consent to certain actions on behalf of the Limited Partnership pursuant to the NPI Production Partnership Agreement; (v) to engage in any kind of activity and execute, perform and carry out contracts, agreements and other documents of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Limited Partnership; and (vi) to perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profits tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners and Unit Holders with respect to Limited Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Limited Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, the Depositary and those Unit Holders having less than a 1% interest in Profits unless the Depositary or Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf. B. No person, firm or corporation dealing with the Limited Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or make or refrain from making any decision, but any person so inquiring shall be entitled to rely upon a certificate of the General Partner as to its due authorization.