Common use of Nature of Partner Obligations Clause in Contracts

Nature of Partner Obligations. 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 the Refinery Business, 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 5.3. and is agreeing to such provisions 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), 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. Nothing in this subsection shall relieve any Partner from liability for any breach of this Agreement and each General Partner shall at all times owe to the other General Partner a duty to act in good faith with respect to all matters involving the Partnership; provided, however, that the duty of a Nonconflicted General Partner in exercising the authority described in Section 5.7. shall be as set forth in Section 5.7.(B).