Common use of Negotiation and Execution of Contracts Clause in Contracts

Negotiation and Execution of Contracts. To negotiate, enter into, execute, acknowledge or amend agreements relating to the Transmission Line on behalf of the Partnership and the Partners, with the consent of the Partners as required by the Partnership Agreement. Except for services set forth in Sections 5.1 and 5.2 that Manager is to perform for its fixed fee, Manager shall not enter into any agreement, or amend, modify, or give waivers with respect thereto, pursuant to this Agreement with any party directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Manager (a "Manager Affiliate"), except pursuant to an arms-length transaction at fair market terms and conditions and provided further that Manager shall disclose to the Partners the existence, terms and conditions of any such agreement and make available, at the request of any Partner, a copy of any such agreement. A Manager Affiliate shall mean with respect to the Manager any other person that directly or indirectly controls or is controlled by or is under common control with the person in question or who holds or beneficially owns 25% or more of the equity or beneficial interest in the specified person or 25% or more of any class of voting security of the specified person. For purposes of the definition of a Manager Affiliate, the term "control" (including the correlative meanings of the terms "controlled by" or "under common control with"), as used with respect to any party, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such party, whether through the ownership of voting securities or by contract or otherwise.