Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is fair and reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest or take such action considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, and in the absence of bad faith by the General (b) Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its "sole discretion" or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interests and factors as it desires or (ii) in "good faith" or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or under the Act or any other applicable law, rule or regulation. (c) No transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or any actions taken by the General Partner with respect to the Partnership, will be void or voidable solely for this reason and/or under the Act or any other applicable law, rule or regulation, and no person having an interest in any such transaction shall have any liability to the Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as to the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Super Majority Interest of the Limited Partners; provided, however, that this Section 5.11(c) shall not create any duty or obligation upon the General Partner to seek or obtain any such approval in the event of compliance with the provisions contained in Section 5.4 hereof.
Appears in 1 contract
Samples: Agreement of Limited Partnership (DNR Mesa Holdings L P)
Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General PartnerPartner or any of its Affiliates, on the one hand, and the Partnership or some or all of the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is or provide terms which are fair and are reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest or interest, make any decision, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, decision, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, the relative investment objectives of such parties, and any applicable generally accepted accounting practices or principlesprinciples of the oil and gas industry, and in the absence of bad faith by the General
(b) Whenever in this Agreement General Partner, the General Partner is permitted resolution, action, decision or required to make a decision (i) in its "sole discretion" terms so made, taken or under a grant of similar authority or latitude, provided by the General Partner shall be entitled to consider only such interests and factors as it desires or (ii) in "good faith" or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by constitute a breach of this Agreement or a breach of any standard of care or duty imposed herein or under the Act or any other Applicable Law. Unless otherwise expressly provided in this Agreement, any provision contained herein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, the Act or any other applicable law, rule or regulation.
(c) No transaction between the General Partner, on the one hand, ; and the Partnership each Partner hereby waives such standard of care or the Limited Partners, on the other hand, or any actions taken by the General Partner with respect to the Partnership, will be void or voidable solely for this reason and/or duty under the Act or any other and such applicable law, rule or regulation, regulation and no person having an interest in any such transaction agrees that the same shall have any liability be modified and/or waived to the Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as extent necessary to the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Super Majority Interest of the Limited Partners; provided, however, that this Section 5.11(c) shall not create any duty or obligation upon permit the General Partner to seek act as described above and to give effect to the foregoing provisions of this Section 13.12.
(b) The Limited Partners hereby expressly agree that (i) the duty of loyalty owed by the General Partner under the Act shall not be violated by the types or obtain any such approval categories of activities of, and standards applicable to, the General Partner or its Affiliates described in the event foregoing provisions of compliance with this Section 13.12 and the other express provisions contained of this Agreement, (ii) the foregoing provisions of this Section 13.12 and the other express provisions of this Agreement shall determine the standards by which the performance of the obligation or duty of care owed by the General Partner and its Affiliates under the Act is to be measured and (iii) the activities, standards and provisions described or referred to in Section 5.4 hereofsubsections (i) and (ii) of this sentence are not manifestly unreasonable.
Appears in 1 contract
Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is or provide terms which are fair and reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest or interest, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting or engineering practices or principles, and in the absence of bad faith by the GeneralGeneral Partner, the resolution, action or terms so made, taken or provided by the General Partner shall not constitute a breach of this Agreement or a breach of any standard of care or duty imposed herein or under the Act or any other applicable law, rule or regulation. Unless otherwise expressly provided in this Agreement, any provision contained herein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, the Act or any other applicable law, rule or regulation; and each Partner hereby waives such standard of care or duty under the Act and such applicable law, rule or regulation and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provisions of this Section 5.9.
(b) Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its "sole discretion" or "discretion", or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interests or factors affecting the Partnership or the Limited Partners or (ii) in "good faith" or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or under the Act or any other applicable law, rule or regulation. Each Partner hereby consents and agrees that the General Partner may so act, waives any standard of care or duty imposed in this Agreement or under the Act or any other applicable law, rule or regulation, waives the rights and protection provided and afforded thereby, and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provision of this Section 5.9.
(c) With respect to each transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, which is authorized by or consummated in accordance with Section 5.9(a) or (b), or with respect to any actions taken by the General Partner with respect to the Partnership, each Limited Partner hereby (i) consents and agrees to and ratifies each such transaction to the extent that the Act and the laws of any jurisdiction to which the Partnership or this Agreement is subject require the consent to or approval or ratification of such transaction and (ii) agrees that such consent, agreement and ratification shall be valid and effective despite the fact that it is necessarily being given in advance and without full disclosure of the facts and circumstances that will pertain to future transactions of such nature.
(d) No transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or any actions taken by the General Partner with respect to the Partnership, will be void or voidable solely for this reason and/or under the Act or any other applicable law, rule or regulation, and no person having an interest in any such transaction shall have any liability to the Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as to the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Super Majority Interest of the Limited Partners; provided, however, that this Section 5.11(c5.9(d) shall not create impose or imply any duty or obligation upon the General Partner to seek or obtain any such approval in the event of compliance with the provisions contained in Section 5.4 hereofapproval.
Appears in 1 contract
Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is or provide terms which are fair and are reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest or interest, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, and in the absence of bad faith by the GeneralGeneral Partner, the resolution, action or terms so made, taken or provided by the General Partner shall not constitute a breach of this Agreement or a breach of any standard of care or duty imposed herein or under the Act or any other applicable law, rule or regulation. Unless otherwise expressly provided in this Agreement, any provision contained herein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, the Act or any other applicable law, rule or regulation; and each Partner hereby waives such standard of care or duty under the Act and such applicable law, rule or regulation and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provisions of this Section 5.13.
(b) Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its "“sole discretion" ” or “discretion,” or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interests or factors affecting the Partnership or the Limited Partners or (ii) in "“good faith" ” or under another express standard, the General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or under the Act or any other applicable law, rule or regulation.
(c) No transaction between the General Partner, on the one hand, . Each Partner hereby consents and the Partnership or the Limited Partners, on the other hand, or any actions taken by agrees that the General Partner with respect to the Partnershipmay so act, will be void waives any standard of care or voidable solely for duty imposed in this reason and/or Agreement or under the Act or any other applicable law, rule or regulation, waives the rights and no person having an interest in any such transaction protection provided and afforded thereby, and agrees that the same shall have any liability be modified and/or waived to the Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as extent necessary to the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Super Majority Interest of the Limited Partners; provided, however, that this Section 5.11(c) shall not create any duty or obligation upon permit the General Partner to seek act as described above and to give effect to the foregoing provision of this Section 5.13.
(c) The Limited Partners hereby expressly agree that (i) the duty of loyalty owed by the General Partner under Section 4.04(b) of the Texas Revised Partnership Act shall not be violated by the types or obtain any such approval categories of activities of, and standards applicable to, the General Partner or its Affiliates described in the event foregoing provisions of compliance with this Section 5.13 and the other express provisions contained of this Agreement, (ii) the foregoing provisions of this Section 5.13 and the other express provisions of this Agreement shall determine the standards by which the performance of the obligation or duty of care owed by the General Partner and their Affiliates under Section 4.04(c) of the Texas Revised Partnership Act is to be measured and (iii) the activities, standards and provisions described or referred to in Section 5.4 hereofsubsections (i) and (ii) of this sentence are not manifestly unreasonable.
Appears in 1 contract
Certain Decisions. (a) Unless otherwise expressly provided in this Agreement (i) whenever a conflict of interest exists or arises between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or (ii) whenever this Agreement provides that the General Partner shall act in a manner which is or provide terms which are fair and are reasonable to the Partnership or the Limited Partners, the General Partner shall resolve such conflict of interest or interest, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting or engineering practices or principles, and in the absence of bad faith by the GeneralGeneral Partner, the resolution, action or terms so made, taken or provided by the General Partner shall not constitute a breach of this Agreement or a breach of any standard of care or duty imposed herein or under the Act or any other applicable law, rule or regulation. Unless otherwise expressly provided in this Agreement, any provision contained herein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, the Act or any other applicable law, rule or regulation; and each Partner hereby waives such standard of care or duty under the Act and such applicable law, rule or regulation and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provisions of this Section 5.12.
(b) Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its "sole discretion" or "discretion", or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interests or factors affecting the Partnership or the Limited Partners or (ii) in "good faith" or under another express standardexpress
(c) With respect to each transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, which is authorized by or consummated in accordance with Section 5.12(a) or (b), or with respect to any actions taken by the General Partner shall act under with respect to the Partnership, each Limited Partner hereby (i) consents and agrees to and ratifies each such express standard transaction to the extent that the Act and shall not be subject the laws of any jurisdiction to any other which the Partnership or different standards imposed by this Agreement is subject require the consent to or under approval or ratification of such transaction and (ii) agrees that such consent, agreement and ratification shall be valid and effective despite the Act or any other applicable law, rule or regulationfact that it is necessarily being given in advance and without full disclosure of the facts and circumstances that will pertain to future transactions of such nature.
(cd) No transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or any actions taken by the General Partner with respect to the Partnership, will be void or voidable solely for this reason and/or under the Act or any other applicable law, rule or regulation, and no person having an interest in any such transaction shall have any liability to the Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as to the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Super Majority Interest of the Limited Partners; provided, however, that this Section 5.11(c5.12(d) shall not create imply any duty or obligation upon the General Partner to seek or obtain any such approval in the event of compliance with the provisions contained in Section 5.4 hereofapproval.
Appears in 1 contract
Samples: Limited Partnership Agreement (Titan Exploration Inc)
