Common use of Conflict of Interest Transactions Clause in Contracts

Conflict of Interest Transactions. Except as otherwise specifically contemplated by this Agreement or approved by the LP Advisory Committee or a Majority-In-Interest of the Limited Partners, the General Partner shall not cause the Partnership to do any of the following: (i) Enter into any transaction with a GP Related Person, other than any transactions specifically contemplated by this Agreement or pursuant to which a GP Related Person acquires a Limited Partner interest in the Partnership or otherwise exercises any of its rights as a Partner. The General Partner shall provide the LP Advisory Committee with notice at its next regularly scheduled meeting of any transactions made pursuant to the exception provided for in this Section 6.4(a)(i). (ii) Enter into any transaction with a Limited Partner other than on terms determined by the General Partner in good faith to be no less favorable to the Partnership than are generally afforded to unrelated third parties in comparable transactions. The foregoing will not apply to any transactions pursuant to which a GP Related Person acquires a Limited Partner interest in the Partnership or otherwise exercises any of its rights as a Partner. For the avoidance of doubt, the terms of any transaction approved by the LP Advisory Committee will be deemed approved on behalf of all Limited Partners as being on an arm’s-length basis and will not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the General Partner at law, in equity, or otherwise.