Liability of the General Partner. A. The Limited Partners agree that: (i) the General Partner is acting for the benefit of the Partnership, the Limited Partners and the General Partner’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 General Partner or its stockholders, on the other hand, the General Partner is under no obligation not to give priority to the separate interests of the General Partner or the stockholders of the General Partner, and any action or failure to act on the part of the General Partner or its directors that gives priority to the separate interests of the General Partner or its stockholders that does not result in a violation of the contract rights of the Limited Partners under this Agreement does not violate the duty of loyalty owed by the General Partner to the Partnership and/or the Partners; and (iii) the General Partner shall not be liable to the Partnership or to any Partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Partnership or any Limited Partner in connection with such decisions, except for liability for the General Partner’s intentional harm or gross negligence.
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Samples: Assignment Agreement (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.)
Liability of the General Partner. A. (a) The Limited Partners agree that: (i) the General Partner is acting on behalf and for the benefit of the Partnership, the Limited Partners and the General Partner’s its stockholders collectively; (ii) in the event of a conflict between the interests of the Partnership or any PartnerLimited Partners, on the one hand, and the separate interests of the General Partner or its stockholders, on the other hand, the General Partner is not under no an obligation not to give priority to the separate interests of the General Partner or the stockholders of the General PartnerLimited Partners, and any action or failure to act on the part of the General Partner or its respective directors or officers that gives priority to the separate interests of the General Partner or its stockholders that does not result in a violation of the contract rights of the Limited Partners under this Agreement does not violate the duty of loyalty owed by the General Partner to the Partnership and/or the Limited Partners; and (iii) the General Partner shall not be liable to the Partnership or to any Limited Partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by the Partnership or any Limited Partner as a result of errors in connection with such decisionsjudgment or mistakes of fact or law or any acts or failure to act, except for liability for provided that the General Partner’s intentional harm or gross negligencePartner acted in good faith.
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