View Clause Headings                                                                                                                                               HelpHelp
DOCUMENT TITLE:  AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF RIGS HAYNESVILLE PARTNERSHIP CO. .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

View Document Back
Clause Heading
2.1 - Formation.
2.2 - Name.
2.3 - Registered Office; Registered Agent; Principal Office; Other Offices.
2.4 - Purpose.
2.5 - Foreign Qualification.
2.6 - Term.
3.1 - Partners.
3.2 - GP Units.
3.3 - Transfers of GP Units.
4.1 - No Voluntary Withdrawal.
4.2 - Deemed Withdrawal.
4.3 - Effect of Withdrawal.
5.1 - Initial Capital Contributions.
5.2 - Additional Capital Contributions.
5.3 - No Other Required Capital Contributions.
5.4 - Return of Contributions.
5.5 - Use of Proceeds.
5.6 - Capital Accounts.
(a) - General.
(a) - General.
(b) - Distributions on Dissolution and Winding Up.
(c) - Withholding.
(d) - Limitations on Distribution.
(e) - Haynesville Expansion Project Distributions.
(b) - Special Allocations.
(c) - Curative Allocation.
(d) - Income Tax Allocations.
6.3 - Varying Interests.
7.1 - Management by Management Committee.
7.2 - MC Members of the Management Committee.
7.3 - Votes; Meetings.
7.4 - No Exclusive Duty to Partnership.
7.5 - Resignation and Withdrawal of MC Members.
7.6 - Removal of MC Members.
7.7 - MC Member Vacancies.
7.8 - Fees and Expenses of the MC Members.
7.9 - Delegation of Authority; Officers.
8.1 - Tax Returns.
7.10 - Approved Agreements; Senior Management Team.
7.11 - Budgets.
(a) - Operating Budget.
(b) - Haynesville Expansion Budget.
8.2 - Partner Tax Return Information.
8.3 - Tax Matters Partner.
8.4 - Tax Elections.
8.5 - Tax Reimbursement.
8.6 - Tax Partnership.
9.1 - Maintenance of Books.
9.2 - Financial Statements and Reports.
9.3 - Bank Accounts.
9.4 - Confidentiality.
9.5 - Conflicts of Interest.
9.6 - Haynesville Expense Reimbursement.
9.7 - Haynesville Expansion Cost Overruns.
9.8 - Financing.
9.9 - Permitted Investments.
10.1 - Dissolution.
10.3 - Deficit Capital Accounts.
10.4 - Statement of Dissolution.
10.2 - Winding Up and Termination.
11.1 - Exculpation.
11.5 - Insurance.
11.2 - Indemnification.
11.3 - Indemnification Procedures.
11.4 - Expenses.
11.6 - Acts Performed Outside the Scope of the Partnership.
11.7 - Attorneys Fees.
11.8 - Subordination of Other Rights to Indemnity.
11.9 - Survival of Indemnity Provisions.
11.10 - Reimbursement Obligation.
13.2 - Notices.
13.3 - Entire Agreement.
13.4 - Waivers.
13.5 - Amendment or Restatement.
13.6 - Binding Effect.
12.1 - Representations, Warranties and Covenants.
13.1 - Offset.
13.7 - Governing Law; Jurisdiction.
13.8 - Severability.
13.9 - Tax Disclosure Authorization.
13.10 - Further Assurances.
13.11 - Waiver of Certain Rights.
13.12 - No Third Party Beneficiary.
13.13 - Counterparts.
13.14 - Reliance on Counsel.
L - Patrick Giroir
(i) - General Expenditure Authority:
1 - General Rules.
2 - Transfer Restrictions.
3 - Right of First Offer.
5 - Dispositions of Upper Tier Entities.
6 - Conditions to Transfers.
7 - Cooperation.
8 - Regulatory Requirements.
9 - Fair Market Value.
1 - Acknowledgment.
2 - Representations.
3 - Notice.