Common use of Unanimous Interest Clause in Contracts

Unanimous Interest. The following actions shall require the approval of all Representatives or Partners: (A) to the fullest extent permitted by law, dissolution of the Partnership under Section 11.1(a); (B) to the fullest extent permitted by law, causing or permitting the Partnership to become Bankrupt (but this provision is not intended to require, nor shall it be construed to require, any Partner to ensure the profitability or solvency of the Partnership); (C) causing the Partnership to mortgage or pledge any of its properties or assets with a value exceeding a total of $225 million to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment; (D) the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means, in whole or in part, before the FERC (or before any United States Court of Appeals on an appeal of an order of the FERC), of any proceeding or controversy, including any NGA Section 4 (15 U.S.C. Section 717(c)) general rate case, or an appeal of any order thereof, the outcome of which would cause either: (i) the Partnership’s revenues to be reduced by a total of $50 million or more annually; (ii) the Partnership to pay penalties, refunds or interest of, a total of $50 million or more; or (iii) to agree to any criminal penalty; (E) any amendment to this Agreement (including any amendment to Section 5.1), other than an amendment solely made to change the Partnership’s name; (F) the creation of any additional Partnership Interests of any class in accordance with Section 3.4 and specifying the rights, class(es) and duties thereof, or the proposed admission of any Person (other than a Permitted Transferee) as a partner of the Partnership, whether as a result of the Disposition by a Partner of all or any part of its Partnership Interest or otherwise, provided, however, that the Disposition by a Partner of all or any part of its Partnership Interest to a Permitted Transferee shall not require the prior approval of the Management Committee; (G) any proposal to sell or otherwise Dispose of assets of the Partnership (excluding any agreement to sell service using capacity on the Facilities), whether in a single transaction or any series of transactions, outside the ordinary course of the Partnership’s business with a value exceeding a total of $225 million in any calendar year; (H) the Disposition or abandonment of all or substantially all of the assets of the Partnership, and any Disposition (including a Deemed Tax Disposition, if such Disposition, when added to the total of all other Dispositions (including Deemed Tax Dispositions) within the preceding twelve months, results in the Partnership being considered to have terminated within the meaning of Section 708(b)(1)(B) of the Code; (I) causing or permitting the Partnership to merge with, or consolidate or convert into, any other entity; (J) entering into, conducting, or authorizing the Partnership to conduct, any new activity or business that may cause the Partnership to generate income for federal income tax purposes which will not constitute “qualifying income” (as such term is defined pursuant to Section 7704 of the Code); or (K) any amendment to the Master Services Agreement, other than any amendment that the Management Committee determines would not materially adversely affect the Partnership;

Unanimous Interest. The following actions shall require the approval of all Representatives or Partners: (A) to the fullest extent permitted by law, dissolution of the Partnership under Section 11.1(a); (B) to the fullest extent permitted by law, causing or permitting the Partnership to become Bankrupt (but this provision is not intended to require, nor shall it be construed to require, any Partner to ensure the profitability or solvency of the Partnership); (C) causing the Partnership to mortgage or pledge any of its properties or assets with a value exceeding a total of $225 450 million to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment; (D) the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means, in whole or in part, before the FERC (or before any United States Court of Appeals on an appeal of an order of the FERC), of any proceeding or controversy, including any NGA Section 4 (15 U.S.C. Section 717(c)) general rate case, or an appeal of any order thereof, the outcome of which would cause either: (i) the Partnership’s revenues to be reduced by a total of $50 100 million or more annually; (ii) the Partnership to pay penalties, refunds or interest of, a total of $50 million or more; or (iii) to agree to any criminal penalty; (E) any amendment to this Agreement (including any amendment to Section 5.1), other than an amendment solely made to change the Partnership’s name; (F) the creation of any additional Partnership Interests of any class in accordance with Section 3.4 and specifying the rights, class(es) and duties thereof, or the proposed admission of any Person (other than a Permitted Transferee) as a partner of the Partnership, whether as a result of the Disposition by a Partner of all or any part of its Partnership Interest or otherwise, provided, however, that the Disposition by a Partner of all or any part of its Partnership Interest to a Permitted Transferee shall not require the prior approval of the Management Committee; (G) any proposal to sell or otherwise Dispose of assets of the Partnership (excluding any agreement to sell service using capacity on the Facilities), whether in a single transaction or any series of transactions, outside the ordinary course of the Partnership’s business with a value exceeding a total of $225 450 million in any calendar year; (H) the Disposition or abandonment of all or substantially all of the assets of the Partnership, and any Disposition (including a Deemed Tax Disposition, if such Disposition, when added to the total of all other Dispositions (including Deemed Tax Dispositions) within the preceding twelve months, results in the Partnership being considered to have terminated within the meaning of Section 708(b)(1)(B) of the Code; (I) causing or permitting the Partnership to merge with, or consolidate or convert into, any other entity; (J) entering into, conducting, or authorizing the Partnership to conduct, any new activity or business that may cause the Partnership to generate income for federal income tax purposes which will not constitute “qualifying income” (as such term is defined pursuant to Section 7704 of the Code); or (K) any amendment to the Master Services Agreement, other than any amendment that the Management Committee determines would not materially adversely affect the Partnership;

Unanimous Interest. The following actions shall require the approval of all Representatives or PartnersMembers: (A) to the fullest extent permitted by law, dissolution of the Partnership Company under Section 11.1(a9.01(a); (B) to the fullest extent permitted by law, causing or permitting the Partnership Company to become Bankrupt (but this provision is not intended to require, nor shall it be construed to require, any Partner Member to ensure the profitability or solvency of the PartnershipCompany); (C) causing the Partnership Company to mortgage or pledge any of its properties or assets with a value exceeding a total of $225 million to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment; (D) the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means, in whole or in part, before the FERC (or before any United States Court of Appeals on an appeal of an order of the FERC), of any proceeding or controversy, including any NGA Section 4 (15 U.S.C. Section 717(c)) general rate case, or an appeal of any order thereof, the outcome of which would cause either: (i) the PartnershipCompany’s revenues to be reduced by a total of $50 million or more annually; (ii) the Partnership Company to pay penalties, refunds or interest of, of a total of $50 million or more; or (iii) to agree to any criminal penalty; (E) any amendment to this Agreement (including any amendment to Section 5.1), other than an amendment solely made to change the Partnership’s name; (F) the creation of any additional Partnership Membership Interests of any class in accordance with Section 3.4 and specifying the rights, class(es) and duties thereof, or the proposed admission of any Person (other than a Permitted Transferee) as a partner member of the PartnershipCompany, whether as a result of the Disposition by a Partner Member of all or any part of its Partnership Membership Interest or otherwise, provided, however, that the Disposition by a Partner Member of all or any part of its Partnership Membership Interest to a Permitted Transferee shall not require the prior approval of the Management Committee; (GF) any proposal to sell or otherwise Dispose of assets of the Partnership (excluding any agreement to sell service using capacity on the Facilities)Company, whether in a single transaction or any series of transactions, outside the ordinary course of the PartnershipCompany’s business with a value exceeding a total of $225 million in any calendar year; (HG) the Disposition or abandonment of all or substantially all of the assets of the PartnershipCompany, and any Disposition (including a Deemed Tax Disposition, if such Disposition, when added to the total of all other Dispositions (including Deemed Tax Dispositions) within the preceding twelve months, results in the Partnership Company being considered to have terminated within the meaning of Section 708(b)(1)(B) of the Code; (IH) causing or permitting the Partnership Company to merge with, or consolidate or convert into, any other entity;; or (JI) entering into, conducting, or authorizing the Partnership Company to conduct, any new activity or business that may cause the Partnership Company to generate income for federal income tax purposes which will not constitute “qualifying income” (as such term is defined pursuant to Section 7704 of the Code); or (K) any amendment to the Master Services Agreement, other than any amendment that the Management Committee determines would not materially adversely affect the Partnership;.

Unanimous Interest. The following actions shall require the approval of all Representatives or Partners: (A) to the fullest extent permitted by law, dissolution of the Partnership under Section 11.1(a); (B) to the fullest extent permitted by law, causing or permitting the Partnership to become Bankrupt (but this provision is not intended to require, nor shall it be construed to require, any Partner to ensure the profitability or solvency of the Partnership); (C) causing the Partnership to mortgage or pledge any of its properties or assets with a value exceeding a total of $225 million to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment; (D) the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means, in whole or in part, before the FERC (or before any United States Court of Appeals on an appeal of an order of the FERC), of any proceeding or controversy, including of: (i) any NGA Section 4 (15 U.S.C. Section 717(c)) general rate casecase (provided that it shall not constitute a breach of this Agreement if without the unanimous approval specified herein the Partnership makes such filing(s) with the FERC as may be necessary or appropriate to commence any NGA Section 4 rate case to the extent that failure to do so would breach or violate any existing rate settlement, stipulation or other order of the FERC to which the Partnership is subject); or (ii) any other proceeding or controversy at the FERC or on an appeal of any an order thereof, the outcome of which would cause either: (i) a. the Partnership’s revenues to be reduced by a total of $50 million or more annually;by, or (ii) b. the Partnership to pay penalties, refunds or interest of, a total of $50 ____ million or more; or (iii) to agree to any criminal penalty; (E) any amendment to this Agreement (including any amendment to Section 5.1), other than an amendment solely made to change the Partnership’s name; (F) the creation of any additional Partnership Interests of any class in accordance with Section 3.4 and specifying the rights, class(es) and duties thereof, or the proposed admission of any Person (other than a Permitted Transferee) as a partner of the Partnership, whether as a result of the Disposition by a Partner of all or any part of its Partnership Interest or otherwise, provided, however, that the Disposition by a Partner of all or any part of its Partnership Interest to a Permitted Transferee shall not require the prior approval of the Management Committee; (G) any proposal to sell or otherwise Dispose of assets of the Partnership (excluding any agreement to sell service using capacity on the Facilities), whether in a single transaction or any series of transactions, outside the ordinary course of the Partnership’s business with a value exceeding a total of $225 million in any calendar year; (H) the Disposition or abandonment of all or substantially all of the assets of the Partnership, and any Disposition (including a Deemed Tax Disposition, if such Disposition, when added to the total of all other Dispositions (including Deemed Tax Dispositions) within the preceding twelve months, results in the Partnership being considered to have terminated within the meaning of Section 708(b)(1)(B) of the Code; (I) causing or permitting the Partnership to merge with, or consolidate or convert into, any other entity; (J) entering into, conducting, or authorizing the Partnership to conduct, any new activity or business that may cause the Partnership to generate income for federal income tax purposes which will not constitute “qualifying income” (as such term is defined pursuant to Section 7704 of the Code); or (K) any amendment to the Master Services Agreement, other than any amendment that the Management Committee determines would not materially adversely affect the Partnership;.

Unanimous Interest. The following actions shall require the approval of all Representatives or Partners: (A) to the fullest extent permitted by law, dissolution of the Partnership under Section 11.1(a); (B) to the fullest extent permitted by law, causing or permitting the Partnership to become Bankrupt (but this provision is not intended to require, nor shall it be construed to require, any Partner to ensure the profitability or solvency of the Partnership); (C) causing the Partnership to mortgage or pledge any of its properties or assets with a value exceeding a total of $225 million to secure the payment or performance of any obligation for the repayment of borrowed money or any guarantee of such repayment; (D) the commencement before the FERC, or the resolution through settlement, stipulation or other consensual means, in whole or in part, before the FERC (or before any United States Court of Appeals on an appeal of an order of the FERC), of any proceeding or controversy, including of: (i) any NGA Section 4 (15 U.S.C. Section 717(c)) general rate casecase (provided that it shall not constitute a breach of this Agreement if without the unanimous approval specified herein the Partnership makes such filing(s) with the FERC as may be necessary or appropriate to commence any NGA Section 4 rate case to the extent that failure to do so would breach or violate any existing rate settlement, stipulation or other order of the FERC to which the Partnership is subject); or (ii) any other proceeding or controversy at the FERC or on an appeal of any an order thereof, the outcome of which would cause either: (i) a. the Partnership’s revenues to be reduced by a total of $50 million or more annually;by, or (ii) b. the Partnership to pay penalties, refunds or interest of, a total of $50 _____ million or more; or (iii) to agree to any criminal penalty; (E) any amendment to this Agreement (including any amendment to Section 5.1), other than an amendment solely made to change the Partnership’s name; (F) the creation of any additional Partnership Interests of any class in accordance with Section 3.4 and specifying the rights, class(es) and duties thereof, or the proposed admission of any Person (other than a Permitted Transferee) as a partner of the Partnership, whether as a result of the Disposition by a Partner of all or any part of its Partnership Interest or otherwise, provided, however, that the Disposition by a Partner of all or any part of its Partnership Interest to a Permitted Transferee shall not require the prior approval of the Management Committee; (G) any proposal to sell or otherwise Dispose of assets of the Partnership (excluding any agreement to sell service using capacity on the Facilities), whether in a single transaction or any series of transactions, outside the ordinary course of the Partnership’s business with a value exceeding a total of $225 450 million in any calendar year; (H) the Disposition or abandonment of all or substantially all of the assets of the Partnership, and any Disposition (including a Deemed Tax Disposition, if such Disposition, when added to the total of all other Dispositions (including Deemed Tax Dispositions) within the preceding twelve months, results in the Partnership being considered to have terminated within the meaning of Section 708(b)(1)(B) of the Code; (I) causing or permitting the Partnership to merge with, or consolidate or convert into, any other entity; (J) entering into, conducting, or authorizing the Partnership to conduct, any new activity or business that may cause the Partnership to generate income for federal income tax purposes which will not constitute “qualifying income” (as such term is defined pursuant to Section 7704 of the Code); or (K) any amendment to the Master Services Agreement, other than any amendment that the Management Committee determines would not materially adversely affect the Partnership;.