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, 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 General 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. 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 5.13. (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 categories of activities of, and standards applicable to, the General Partner or its Affiliates described in the foregoing provisions of this Section 5.13 and the other express provisions 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 subsections (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, 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 General 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 5.135.9.
(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 5.135.9.
(c) The With respect to each transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners hereby expressly agree that Partners, on the other hand, which is authorized by or consummated in accordance with Section 5.9(a) or (i) the duty of loyalty owed b), or with respect to any actions taken by the General Partner under Section 4.04(bwith respect to the Partnership, each Limited Partner hereby (i) of consents and agrees to and ratifies each such transaction to the Texas Revised Partnership extent that the Act shall not be violated by the types or categories of activities of, and standards applicable to, the General Partner or its Affiliates described in the foregoing provisions of this Section 5.13 and the other express provisions laws of any jurisdiction to which the Partnership or this Agreement, 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 foregoing provisions fact that it is necessarily being given in advance and without full disclosure of this Section 5.13 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 express provisions of this Agreement shall determine the standards by which the performance of the obligation hand, or duty of care owed 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 their Affiliates under Section 4.04(c) 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 Majority Interest of the Texas Revised Partnership Act is Limited Partners; provided, however, that this Section 5.9(d) shall not impose or imply any duty or obligation upon the General Partner to be measured and (iii) the activities, standards and provisions described seek or referred to in subsections (i) and (ii) of this sentence are not manifestly unreasonableobtain any such approval.
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, 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 General 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 5.135.12.
(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 such express standard and shall not be subject with respect to any other or different standards imposed by this Agreement or under the Act or any other applicable lawPartnership, rule or regulation. Each 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 may so actwith respect to the Partnership, waives any standard of care will be void or duty imposed in voidable solely for this Agreement or reason and/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 no person having an interest in any such transaction shall be modified and/or waived have any liability to the extent necessary Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as to permit the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Majority Interest of the Limited Partners; provided, however, that this Section 5.12(d) shall not imply any duty or obligation upon the General Partner to act as described above and to give effect to the foregoing provision of this Section 5.13seek or obtain any such approval.
(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 categories of activities of, and standards applicable to, the General Partner or its Affiliates described in the foregoing provisions of this Section 5.13 and the other express provisions 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 subsections (i) and (ii) of this sentence are not manifestly unreasonable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Titan Exploration Inc)
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, 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 Partner, the resolution, action action, decision 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 regulationApplicable 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; 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 5.1313.12.
(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 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 5.13.
(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 categories of activities of, and standards applicable to, the General Partner or its Affiliates described in the foregoing provisions of this Section 5.13 13.12 and the other express provisions of this Agreement, (ii) the foregoing provisions of this Section 5.13 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 their its 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 subsections (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, interest or 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 General 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.General
(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 .
(c) No transaction between the General Partner, on the one hand, and agrees that the Partnership or the Limited Partners, on the other hand, or any actions taken by the General Partner may so actwith respect to the Partnership, waives any standard of care will be void or duty imposed in voidable solely for this Agreement or reason and/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 no person having an interest in any such transaction shall be modified and/or waived have any liability to the extent necessary Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as to permit 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 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 seek or categories of activities of, and standards applicable to, the General Partner or its Affiliates described obtain any such approval in the foregoing event of compliance with the provisions of this contained in Section 5.13 and the other express provisions 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 subsections (i) and (ii) of this sentence are not manifestly unreasonable5.4 hereof.
Appears in 1 contract
Samples: Agreement of Limited Partnership (DNR Mesa Holdings L P)
