Common use of Interim Manager Clause in Contracts

Interim Manager. If the Partnership is dissolved as a result of an event described in Section 14.01(a) or (b), those Limited Partners who own at least a majority of the Sharing Percentages owned by all of the Limited Partners may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve the Partnership assets, until (a) the new general partner is elected under Section 14.02, if the Partnership is reconstituted; or (b) a Liquidator is appointed under Section 15.01, if the Partnership is not reconstituted. The interim manager shall not be liable as a general partner to the Limited Partners and shall, while acting in the capacity of interim manager on behalf of the Partnership, be entitled to the same indemnification rights as are set forth in Section 8.06. The interim manager appointed as provided herein shall be entitled to receive such reasonable compensation for its services as may be agreed upon by such interim manager and those Limited Partners who own at least a majority of the Sharing Percentages owned by all the Limited Partners. Limited Partnership Agreement of Cowtown Gas Processing Partners L.P. Page 26 of 35

Interim Manager. If the Partnership is dissolved as a result of an event described in Section 14.01(a) or (b), those Limited Partners who own at least a majority of the Sharing Percentages owned by all of the Limited Partners may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve the Partnership assets, until (a) the new general partner is elected under Section 14.02, if the Partnership is reconstituted; or (b) a Liquidator is appointed under Section 15.01, if the Partnership is not reconstituted. The interim manager shall not be liable as a general partner to the Limited Partners and shall, while acting in the capacity of interim manager on behalf of the Partnership, be entitled to the same indemnification rights as are set forth in Section 8.06. The interim manager appointed as provided herein shall be entitled to receive such reasonable compensation for its services as may be agreed upon by such interim manager and those Limited Partners who own at least a majority of the Sharing Percentages owned by all the Limited Partners. Limited Partnership Agreement of Cowtown Gas Processing Pipeline Partners L.P. Page 26 of 35