Common use of Duties of Representatives Clause in Contracts

Duties of Representatives. Subject to the last sentence of this Section 5.1, each Representative and Alternate shall owe such duty of loyalty and due care to the Company as is required of a director of a Delaware corporation under applicable Delaware law, shall discharge his duties in good faith with the care an ordinary prudent person in like position would exercise under similar circumstances and in a manner he reasonably believes to be in the best interests of the Company, and in so acting shall enjoy each and every protection afforded to the directors of a Delaware corporation under applicable Delaware law, including without limitation those afforded by the business judgment rule and the presumptions afforded thereby and the limitation on personal liability to the maximum extent permitted by Section 102(b) of the Delaware General Corporation Law as if the provisions thereof were set forth in this Partnership Agreement, it being understood, however, that to the extent that any Representative or Alternate is acting, as such, to implement any of the rights of the Partner (or Affiliate of the Partner) which appointed him, which rights are provided under the express provisions of this Partnership Agreement or any other Transaction Document, then the foregoing standards of conduct shall not apply to such Representative or Alternate in so acting. The parties understand that the right of each party to designate Representatives or Alternates does not mean that the actions of such Representatives or Alternates, as such, constitute implementation of such designation right which would have the effect of making inapplicable the foregoing standards of conduct. In determining whether a Representative or Alternate has breached his duty of loyalty (a) the party making the claim shall have the burden of proof, (b) the standard of proof shall be the preponderance of the evidence, and (c) the standard of conduct shall be whether such person acted in a manner which he reasonably believed to be in the best interest of the Company, without any presumption being applied that such person’s conduct was or was not proper.

Duties of Representatives. Subject to the last sentence of ------------------------- this Section 5.1, each Representative and Alternate shall owe such duty of loyalty and due care to the Company as is required of a director of a Delaware corporation under applicable Delaware law, shall discharge his duties in good faith with the care an ordinary prudent person in like position would exercise under similar circumstances and in a manner he reasonably believes to be in the best interests of the Company, and in so acting shall enjoy each and every protection afforded to the directors of a Delaware corporation under applicable Delaware law, including without limitation those afforded by the business judgment rule and the presumptions afforded thereby and the limitation on personal liability to the maximum extent permitted by Section 102(b) of the Delaware General Corporation Law as if the provisions thereof were set forth in this Partnership Agreement, it being understood, however, that to the extent that any Representative or Alternate is acting, as such, to implement any of the rights of the Partner (or Affiliate of the Partner) which appointed him, which rights are provided under the express provisions of this Partnership Agreement or any other Transaction Document, then the foregoing standards of conduct shall not apply to such Representative or Alternate in so acting. The parties understand that the right of each party to designate Representatives or Alternates does not mean that the actions of such Representatives or Alternates, as such, constitute implementation of such designation right which would have the effect of making inapplicable the foregoing standards of conduct. In determining whether a Representative or Alternate has breached his duty of loyalty (a) the party making the claim shall have the burden of proof, (b) the standard of proof shall be the preponderance of the evidence, and (c) the standard of conduct shall be whether such person acted in a manner which he reasonably believed to be in the best interest of the Company, without any presumption being applied that such person’s 's conduct was or was not proper.

Duties of Representatives. Subject to the last sentence of this Section 5.1, each Representative and Alternate shall owe such duty of loyalty and due care to the Company as is required of a director of a Delaware corporation under applicable Delaware law, shall discharge his duties in good faith with the care an ordinary prudent person in like position would exercise under similar circumstances and in a manner he reasonably believes to be in the best interests of the Company, and in so acting shall enjoy each and every protection afforded to the directors of a Delaware corporation under applicable Delaware law, including without limitation those afforded by the business judgment rule and the presumptions afforded thereby and the limitation on personal liability to the maximum extent permitted by Section 102(b) of the Delaware General Corporation Law as if the provisions thereof were set forth in this Partnership Agreement, it being understood, however, that to the extent that any Representative or Alternate is acting, as such, to implement any of the rights of the Partner (or Affiliate of the Partner) which appointed him, which rights are provided under the express provisions of this Partnership Agreement or any other Transaction Document, then the foregoing standards of conduct shall not apply to such Representative or Alternate in so acting. The parties understand that the right of each party to designate Representatives or Alternates does not mean that the actions of such Representatives or Alternates, as such, constitute implementation of such designation right which would have the effect of making inapplicable the foregoing standards of conduct. In determining whether a Representative or Alternate has breached his duty of loyalty (a) the party making the claim shall have the burden of proof, (b) the standard of proof shall be the preponderance of the evidence, and (c) the standard of conduct shall be whether such person acted in a manner which he reasonably believed to be in the best interest of the Company, without any presumption being applied that such person’s 's conduct was or was not proper.