Common use of Business with Affiliates Clause in Contracts

Business with Affiliates. The General Partner, in its discretion, may cause the Partnership to transact business with any Partner or its Affiliates for goods or services reasonably required in the conduct of the Partnership's business; provided that any such transaction shall be effected only on terms competitive with those that may be obtained in the marketplace from unaffiliated Persons. The foregoing proviso shall not apply to transactions between the Partnership and any Subsidiaries of the Partnership. In addition, neither the General Partner nor any Affiliate of the General Partner may sell, transfer or otherwise convey any property to, or purchase any property from, the Partnership, except (i) on terms competitive with those that may be obtained in the marketplace from unaffiliated Persons, or (ii) where the General Partner determines, in its sole judgment, that such sale, transfer or conveyance confers benefits on the General Partner in respect of matters of tax or corporate or financial structure and where the Partnership obtains or retains at least a majority interest in the Person to whom such sale, transfer or conveyance is made; provided, in the case of this clause (ii), such sale, transfer or conveyance is not being effected for the primary purpose of materially disadvantaging the Limited Partners.