Common use of Limitation on Fiduciary Duty; Non-Competition; Right of First Opportunity Clause in Contracts

Limitation on Fiduciary Duty; Non-Competition; Right of First Opportunity. (a) Each Partner (directly or through its Affiliates) is a sophisticated party possessing extensive knowledge of and experience relating to, and is actively engaged in, significant businesses in addition to its Contributed Businesses, has been represented by legal counsel, is capable of evaluating and has thoroughly considered the merits, risks and consequences of the provisions of this Section 9.3 and is agreeing to such provision knowingly and advisedly. The liability of each of the General Partners (including any liability of its Affiliates or its and their respective officers, directors, agents and employees) or of any Limited Partner (including any liability of its Affiliates or its and their respective officers, agents, directors and employees), either to the Partnership or to any other Partner, for any act or omission by such Partner in its capacity as a partner of the Partnership that is imposed by such Partner’s status as a “general partner” or “limited partner” (as such terms are used in the Act) of a limited partnership is hereby eliminated, waived and limited to the fullest extent permitted by law; provided, however, that each Designating Partner shall at all times owe to the other Designating Partner a fiduciary duty in observing the requirement described in Section 6.7 that two or more Representatives of each Designating Partner shall be required to give their approval before the Partnership may undertake any of the actions listed in Section 6.7. Nothing in this subsection shall relieve any Partner from liability for any breach of this Agreement and any General Partner shall at all times owe to any other General Partner a duty to act in good faith with respect to all matters involving the Partnership.

Limitation on Fiduciary Duty; Non-Competition; Right of First Opportunity. (a) Each Partner (directly or through its Affiliates) is a sophisticated party possessing extensive knowledge of and experience relating to, and is actively engaged in, significant businesses in addition to its Contributed Businesses, has been represented by legal counsel, is capable of evaluating and has thoroughly considered the merits, risks and consequences of the provisions of this Section 9.3 and is agreeing to such provision knowingly and advisedly. The liability of each of the General Partners (including any liability of its Affiliates or its and their respective officers, directors, agents and employees) or of any Limited Partner (including any liability of its Affiliates or its and their respective officers, agents, directors and employees), either to the Partnership or to any other Partner, for any act or omission by such Partner in its capacity as a partner of the Partnership that is imposed by such Partner’s 's status as a “"general partner” " or “"limited partner” " (as such terms are used in the Act) of a limited partnership is hereby eliminated, waived and limited to the fullest extent permitted by law; provided, however, that each Designating General Partner shall at all times owe to the other Designating General Partner a fiduciary duty in observing the requirement described in Section 6.7 that two or more Representatives of each Designating Partner Lyondell GP and two or more Representatives of Millennium GP shall be required to give their approval before the Partnership may undertake any of the actions listed in Section 6.7. Nothing in this subsection shall relieve any Partner from liability for any breach of this Agreement and any each General Partner shall at all times owe to any the other General Partner a duty to act in good faith with respect to all matters involving the Partnership.

Limitation on Fiduciary Duty; Non-Competition; Right of First Opportunity. (a) Each Partner (directly or through its Affiliates) is a sophisticated party possessing extensive knowledge of and experience relating to, and is actively engaged in, significant businesses in addition to its Contributed Businesses, has been represented by legal counsel, is capable of evaluating and has thoroughly considered the merits, risks and consequences of the provisions of this Section 9.3 and is agreeing to such provision knowingly and advisedly. The liability of each of the General Partners (including any liability of its Affiliates or its and their respective officers, directors, agents and employees) or of any Limited Partner (including any liability of its Affiliates or its and their respective officers, agents, directors and employees), either to the Partnership or to any other Partner, for any act or omission by such Partner in its capacity as a partner of the Partnership that is imposed by such Partner’s 's status as a “"general partner” " or “"limited partner” " (as such terms are used in the Act) of a limited partnership is hereby eliminated, waived and limited to the fullest extent permitted by law; provided, however, that each Designating General Partner shall at all times owe to the other Designating Partner General Partners a fiduciary duty in observing the requirement described in Section 6.7 that two or more Representatives of each Designating Partner Lyondell GP, two or more Representatives of Millennium GP and two or more Representatives of Occidental GP shall be required to give their approval before the Partnership may undertake any of the actions listed in Section 6.7. Nothing in this subsection shall relieve any Partner from liability for any breach of this Agreement and any each General Partner shall at all times owe to any the other General Partner Partners a duty to act in good faith with respect to all matters involving the Partnership.

Limitation on Fiduciary Duty; Non-Competition; Right of First Opportunity. (a) Each Partner (directly or through its Affiliates) is a sophisticated party possessing extensive knowledge of and experience relating to, and is actively engaged in, significant businesses in addition to its Contributed Businesses, has been represented by legal counsel, is capable of evaluating and has thoroughly considered the merits, risks and consequences of the provisions of this Section 9.3 and is agreeing to such provision knowingly and advisedly. The liability of each of the General Partners (including any liability of its Affiliates or its and their respective officers, directors, agents and employees) or of any Limited Partner (including any liability of its Affiliates or its and their respective officers, agents, directors and employees), either to the Partnership or to any other Partner, for any act or omission by such Partner in its capacity as a partner of the Partnership that is imposed by such Partner’s status as a “general HOU03:1138115.4 31 partner” or “limited partner” (as such terms are used in the Act) of a limited partnership is hereby eliminated, waived and limited to the fullest extent permitted by law; provided, however, that each Designating Partner shall at all times owe to the other Designating Partner a fiduciary duty in observing the requirement described in Section 6.7 that two or more Representatives of each Designating Partner shall be required to give their approval before the Partnership may undertake any of the actions listed in Section 6.7. Nothing in this subsection shall relieve any Partner from liability for any breach of this Agreement and any General Partner shall at all times owe to any other General Partner a duty to act in good faith with respect to all matters involving the Partnership.

Limitation on Fiduciary Duty; Non-Competition; Right of First Opportunity. (a) Each Partner (directly or through its Affiliates) is a sophisticated party possessing extensive knowledge of and experience relating to, and is actively engaged in, significant businesses in addition to its Contributed BusinessesBusiness, has been represented by legal counsel, is capable of evaluating and has thoroughly considered the merits, risks and consequences of the provisions of this Section 9.3 and is agreeing to such provision knowingly and advisedly. The liability of each of the General Partners Partner (including any liability of its Affiliates or its and their respective officers, directors, agents and employees) or of any Limited Partner (including any liability of its Affiliates or its and their respective officers, agents, directors and employees), either to the Partnership or to any other Partner, for any act or omission by such Partner in its capacity as a partner of the Partnership that is imposed by such Partner’s 's status as a “"general partner” " or “"limited partner” " (as such terms are used in the Act) of a limited partnership is hereby eliminated, waived and limited to the fullest extent permitted by law; providedPROVIDED, howeverHOWEVER, that each Designating the General Partner and Geon LP shall at all times owe to the other Designating Partner a fiduciary duty in observing the requirement described in Section 6.7 that (except as provided in Section 6.7(iv)) two or more Representatives of each Designating the General Partner and two or more Representatives of Geon LP shall be required to give their approval before the Partnership may undertake any of the actions listed in Section 6.7. Nothing in this subsection Section 9.3(a) shall relieve any Partner from liability for any breach of this Agreement and any General Partner shall at all times owe to any other General Partner a duty to act in good faith with respect to all matters involving the Partnership.liability