Common use of Liability of the General Partner and its Affiliates Clause in Contracts

Liability of the General Partner and its Affiliates. A. To the fullest extent permitted by law: (i) Each of the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitee, is acting for the benefit of not only the Partnership and the Partners, but also the Special Limited Partner’s and Parent’s stockholders, collectively; (ii) in the event of a conflict between the interests of the Partnership or any Partner, on the one hand, and the separate interests of the Special Limited Partner or Parent, or their stockholders, on the other hand, the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitees, are under no obligation and have no duty (fiduciary or otherwise) not to give priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parent, and may give priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parent, in a manner that is adverse to the Partnership and its Partners, and any action or failure to act on the part of the Special Limited Partner, Parent, or their respective officers and directors, or any other Indemnitees, that gives priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parent, does not violate any duty hereunder or otherwise owed by the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as majority stockholder of the Special Limited Partner, or their respective officers, directors, members or managers, or any other Indemnitees, to the Partnership and/or the Partners or any other Person bound by this Agreement; and (iii) none of the General Partner, the Special Limited Partner, Parent, or their respective officers, directors, members or managers, or any other Indemnitee, shall be liable to the Partnership or to any Partner or any other Person bound by this Agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Partnership or any Partner in connection with such decisions, except for liability for acts of the General Partner committed in bad faith or resulting from the active and deliberate dishonesty of the General Partner. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever a conflict arises between the interests of the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent, on one hand, and any Limited Partner, on the other hand, the General Partner will endeavor in good faith to resolve the conflict in a manner not adverse to the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent or any Limited Partner; provided, however, that for so long as the Special Limited Partner owns a controlling interest in the Partnership and Parent owns a controlling interest in the Special Limited Partner, any conflict that cannot be resolved in a manner not adverse to the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent and any Limited Partner shall be resolved in favor of the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent, as the case may be, and any action taken by the General Partner or any other Indemnitee in connection with any such conflict of interests shall not constitute a breach of this Agreement or any duty at law, in equity or otherwise. Any benefit received by any Indemnitee as a result of any transaction that does not violate this Section 7.8A shall not be deemed to be an “improper” personal benefit for purposes of Section 7.7, Section 7.8 and Section 8.1.

Liability of the General Partner and its Affiliates. A. To the fullest extent permitted by law: (i) Each of the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitee, is acting for the benefit of not only the Partnership and the Partners, but also the Special Limited Partner’s and Parent’s stockholders, collectively; (ii) in the event of a conflict between the interests of the Partnership or any Partner, on the one hand, and the separate interests of the Special Limited Partner or Parent, or their its stockholders, on the other hand, the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitees, are under no obligation and have no duty (fiduciary or otherwise) not to give priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or ParentPartner, and may give priority to the separate interests of the Special Limited Partner or ParentPartner, or the stockholders of the Special Limited Partner or ParentPartner, in a manner that is adverse to the Partnership and its Partners, and any action or failure to act on the part of the Special Limited Partner, Parent, Partner or their respective its officers and directors, or any other Indemnitees, that gives priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parentits stockholders, does not violate any duty hereunder or otherwise owed by the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as majority stockholder of the Special Limited Partner, or their respective officers, directors, members or managers, or any other Indemnitees, to the Partnership and/or the Partners or any other Person bound by this Agreement; and (iii) none of the General Partner, the Special Limited Partner, Parent, Partner or their respective officers, directors, members or managers, or any other Indemnitee, shall be liable to the Partnership or to any Partner or any other Person bound by this Agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Partnership or any Partner in connection with such decisions, except for liability for acts of the General Partner committed in bad faith or resulting from the active and deliberate dishonesty of the General Partner. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever a conflict arises between the interests of the Special Limited Partner, Parent, Partner or the stockholders of the Special Limited Partner or ParentPartner, on one hand, and any Limited Partner, on the other hand, the General Partner will endeavor in good faith to resolve the conflict in a manner not adverse to the Special Limited Partner, Parent, Partner or the stockholders of the Special Limited Partner or Parent or any Limited Partner; provided, however, that for so long as the Special Limited Partner owns a controlling interest in the Partnership and Parent owns a controlling interest in the Special Limited PartnerPartnership, any conflict that cannot be resolved in a manner not adverse to the Special Limited Partner, Parent, Partner or the stockholders of the Special Limited Partner or Parent and any Limited Partner shall be resolved in favor of the Special Limited Partner, Parent, Partner or the stockholders of the Special Limited Partner or ParentPartner, as the case may be, and any action taken by the General Partner or any other Indemnitee in connection with any such conflict of interests shall not constitute a breach of this Agreement or any duty at law, in equity or otherwise. Any benefit received by any Indemnitee as a result of any transaction that does not violate this Section 7.8A 7.8.A shall not be deemed to be an “improper” personal benefit for purposes of Section 7.7, Section 7.8 and Section 8.1.

Liability of the General Partner and its Affiliates. A. To the fullest extent permitted by law: (i) Each of the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitee, is acting for the benefit of not only the Partnership and the Partners, but also the Special Limited Partner’s and Parent’s stockholders, collectively; (ii) in the event of a conflict between the interests of the Partnership or any Partner, on the one hand, and the separate interests of the Special Limited Partner or Parent, or their its stockholders, on the other hand, the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as the majority stockholder of the Special Limited Partner, and their respective officers, directors, members and managers, and any other Indemnitees, are under no obligation and have no duty (fiduciary or otherwise) not to give priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or ParentPartner, and may give priority to the separate interests of the Special Limited Partner or ParentPartner, or the stockholders of the Special Limited Partner or ParentPartner, in a manner that is adverse to the Partnership and its Partners, and any action or failure to act on the part of the Special Limited Partner, Parent, Partner or their respective its officers and directors, or any other Indemnitees, that gives priority to the separate interests of the Special Limited Partner or Parent, or the stockholders of the Special Limited Partner or Parentits stockholders, does not violate any duty hereunder or otherwise owed by the General Partner, the Special Limited Partner, as the sole member of the General Partner, Parent, as majority stockholder of the Special Limited Partner, or their respective officers, directors, members or managers, or any other Indemnitees, to the Partnership and/or the Partners or any other Person bound by this Agreement; and (iii) none of the General Partner, the Special Limited Partner, Parent, Partner or their respective officers, directors, members or managers, or any other Indemnitee, shall be liable to the Partnership or to any Partner or any other Person bound by this Agreement for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Partnership or any Partner in connection with such decisions, except for liability for acts of the General Partner committed in bad faith or resulting from the active and deliberate dishonesty of the General Partner. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever a conflict arises between the interests of the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent, on one hand, and any Limited Partner, on the other hand, the General Partner will endeavor in good faith to resolve the conflict in a manner not adverse to the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent or any Limited Partner; provided, however, that for so long as the Special Limited Partner owns a controlling interest in the Partnership and Parent owns a controlling interest in the Special Limited Partner, any conflict that cannot be resolved in a manner not adverse to the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent and any Limited Partner shall be resolved in favor of the Special Limited Partner, Parent, or the stockholders of the Special Limited Partner or Parent, as the case may be, and any action taken by the General Partner or any other Indemnitee in connection with any such conflict of interests shall not constitute a breach of this Agreement or any duty at law, in equity or otherwise. Any benefit received by any Indemnitee as a result of any transaction that does not violate this Section 7.8A shall not be deemed to be an “improper” personal benefit for purposes of Section 7.7, Section 7.8 and Section 8.1.the