Common use of Powers and Duties of the Manager Clause in Contracts

Powers and Duties of the Manager. Section 2.1 Powers of the Manager Subject to such limitations as may be imposed by law, this Agreement, the Partnership Agreement or the MLP Partnership Agreement (including any provisions relating to separateness of the Partnership from other entities), the Manager is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following: (a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness; (b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership; (c) to own, use and invest the assets of the Partnership; (d) to purchase or sell products, services and supplies; (e) to make tax, regulatory and other filings with, and to render periodic and other reports to, governmental agencies or bodies having jurisdiction over the assets or business of the Partnership; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to negotiate, execute and perform any contracts, conveyances or other instruments; (h) to make allocations of income and deductions of the Partnership and make distributions in accordance with the Partnership Agreement; (i) to utilize the services of officers and employees of the Manager or of any other entities and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors; (j) to maintain insurance for the benefit of the Partnership and its partners; (k) to form, participate in or contribute or loan cash or property to limited or general partnerships, limited liability companies, corporations, other entities, joint ventures or similar arrangements; (l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; and (m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes; in each case at such times and upon such terms and conditions as the Manager deems appropriate or necessary and subject to any express restrictions on such powers as provided in the Partnership Agreement. The parties hereto acknowledge that so long as the Manager is the general partner of the Partnership under the Partnership Agreement (the “General Partner”), the Manager shall have and be entitled to exercise all of the same hereunder as the General Partner is entitled to have and entitled to exercise under the Partnership Agreement.