Common use of Certain Decisions Clause in Contracts

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “good faith” or under another express standard, the General Partner, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General PartnerCompany, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership Company or any Limited PartnerMember, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner Company or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership Company or any Limited PartnerMember, the General Partner Company or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner Company or the Board of Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General PartnerCompany, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “good faith” or under another express standard, the General PartnerCompany, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “good faith” or under another express standard, the General Partner, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “"good faith” " or under another express standard, the General Partner, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.