Common use of Management and Control of the Partnership Clause in Contracts

Management and Control of the Partnership. (a) Except as otherwise provided for herein, the General Partner, within the authority granted to it under this Agreement, shall have the exclusive right to manage the Business of the Partnership, and hereby is authorized to take any action of any kind and to do anything and everything it deems necessary in accordance with the provisions of this Agreement. The General Partner shall have the exclusive right to manage the day-to-day activities of the Partnership. (b) No Person who owns an Interest (except one who also is a General Partner, and then only in its capacity as a General Partner within the scope of its authority hereunder) shall participate in or have any control over the Partnership Business or shall have any authority or rights to act for or bind the Partnership. The Limited Partners hereby consent to the exercise by the General Partner of the powers conferred on it by this Agreement. (c) Any contract or agreement between the Partnership and any Partner or any Affiliate of any Partner shall be on terms no more favorable to such Partner or Affiliate than would have been obtainable in a bona fide arm's-length transaction and shall be in writing, describing the services to be rendered and the compensation to be paid. If reasonably requested by a Partner, the General Partner shall furnish such requesting Partner with information reasonably necessary to determine the arm's-length nature of the terms of any such contract or agreement. Notwithstanding anything herein to the contrary, the Operation and Maintenance Agreement, as in effect on the date hereof, is hereby ratified and approved by the Partners.

Management and Control of the Partnership. (a) Except as otherwise provided for herein, the General Partner, within the authority granted to it under this Agreement, shall have the exclusive right to manage the Business of the Partnership, and hereby is authorized to take any action of any kind and to do anything and everything it deems necessary in accordance with the provisions of this Agreement. The General Partner shall have the exclusive right to manage the day-to-day activities of the Partnership. (b) No Person who owns an Interest (except one who also is a General Partner, and then only in its capacity as a General Partner within the scope of its authority hereunder) shall participate in or have any control over the Partnership Business or shall have any authority or rights to act for or bind the Partnership. The Limited Partners hereby consent to the exercise by the General Partner of the powers conferred on it by this Agreement. (c) Any contract or agreement between the Partnership and any Partner or any Affiliate of any Partner shall be on terms no more favorable to such Partner or Affiliate than would have been obtainable in a bona fide arm's-length transaction and shall be in writing, describing the services to be rendered and the compensation to be paid. If reasonably requested by a Partner, the General Partner shall furnish such requesting Partner with information reasonably necessary to determine the arm's-length nature of the terms of any such contract or agreement. Notwithstanding anything herein to the contrary, the Base Gas Sales Agreement and the Operation and Maintenance Agreement, as in effect on the date hereofJune 30, is 2001, are each hereby ratified and approved by the Partners.

Management and Control of the Partnership. (a) Except as otherwise provided for herein, the General Partner, within the authority granted to it under this Agreement, shall have the exclusive right to manage the Business of the Partnership, and hereby is authorized to take any action of any kind and to do anything and everything it deems necessary in accordance with the provisions of this Agreement. The General Partner shall have the exclusive right to manage the day-to-day activities of the Partnership. (b) No Person who owns an Interest (except one who also is a General Partner, and then only in its capacity as a General Partner within the scope of its authority hereunder) shall participate in or have any control over the Partnership Business or shall have any authority or rights to act for or bind the Partnership. The Limited Partners hereby consent to the exercise by the General Partner of the powers conferred on it by this Agreement. (c) Any contract or agreement between the Partnership and any Partner or any Affiliate of any Partner shall be on terms no more favorable to such Partner or Affiliate than would have been obtainable in a bona fide arm's-length transaction and shall be in writing, describing the services to be rendered and the compensation to be paid. If reasonably requested by a Partner, the General Partner shall furnish such requesting Partner with information reasonably necessary to determine the arm's-length nature of the terms of any such contract or agreement. Notwithstanding anything herein to the contrary, the Base Gas Sales Agreement and the Operation and Maintenance Agreement, as in effect on the date hereof, is are each hereby ratified and approved by the Partners.