Common use of Entire Agreement; Side Letters Clause in Contracts

Entire Agreement; Side Letters. This Agreement (together with the agreements, appointments, representations and warranties of each Limited Partner set forth in any Subscription Agreement executed by such Limited Partner as well as the terms and provisions of any written agreement executed by the General Partner on its own behalf and/or on behalf of the Partnership and a Limited Partner and designated therein as a “side letter” to this Agreement) contains the entire understanding among the Partners, and supersedes any prior written or oral agreement between them, respecting the Partnership. There are no (and no Partner has relied upon any) representations, agreements, arrangements, or understandings, oral or written, among the Partners or any subset thereof relating to the Partnership which are not fully expressed in this Agreement (or, to the extent provided in the preceding sentence, any such Subscription Agreement or side letter). Except as otherwise specifically provided in this Agreement, each such side letter or Subscription Agreement is a separate agreement among the parties thereto and shall not be deemed incorporated into this Agreement. If there is any conflict between this Agreement and any other constituent, organizational, formation or similar document relating to the Partnership in any jurisdiction (e.g., any certificate of formation, charter, bylaws or similar document), the provisions of this Agreement shall control to the maximum extent permitted by applicable law. Notwithstanding the provisions of this Agreement (including Section 10.5) or of any Subscription Agreement, it is hereby acknowledged and agreed that the General Partner on its own behalf and on behalf of the Partnership without the approval of any Limited Partner or any other Person may enter into a side letter or similar agreement to or with a Limited Partner which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or of any Subscription Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Limited Partner shall govern with respect to such Limited Partner notwithstanding the provisions of this Agreement or of any Subscription Agreement.