Common use of No Obligation to Consider Separate Interests of Limited Partners or Shareholders Clause in Contracts

No Obligation to Consider Separate Interests of Limited Partners or Shareholders. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and the shareholders of the General Partner collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or Assignees or to such shareholders) in deciding whether to cause the Partnership to do (or not do) any act or thing. In the event of a conflict between the interests of the shareholders of the General Partner on the one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the shareholders of the General Partner or the Limited Partners; provided, however, that any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either the shareholders of the General Partner or the Limited Partners shall be resolved in favor of the shareholders of the General Partner. The General Partner shall not be liable, responsible for, or accountable in damages or otherwise for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with such decisions taken as permitted above.

No Obligation to Consider Separate Interests of Limited Partners or Shareholders. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners its Partners, and the shareholders of the General Partner collectivelyEntity, and that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or Assignees or to such shareholdersAssignees) in deciding whether to cause the Partnership to do take (or not dodecline to take) any act or thingactions. In the event of If there is a conflict between the interests of the shareholders stockholders of the General Partner on the one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the shareholders stockholders of the General Partner or the Limited Partners; provided, however, that any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either the shareholders stockholders of the General Partner or the Limited Partners shall be resolved in favor of the shareholders stockholders of the General Partner. The General Partner shall not be liable, responsible for, liable for monetary or accountable in other damages or otherwise for losses sustained, liabilities incurred incurred, or benefits not derived by Limited Partners in connection with such any decisions or actions made or taken as permitted aboveor declined to be made or taken, provided that the General Partner has acted pursuant to its authority under this Agreement.

No Obligation to Consider Separate Interests of Limited Partners or Shareholders. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners its shareholders, and the shareholders of the General Partner collectivelyEntity, that that, except as set forth herein, the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or Assignees or to such shareholdersAssignees) in deciding whether to cause the Partnership to do take (or not dodecline to take) any act actions, and that the General Partner shall not be liable for monetary or thing. In other damages for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with any decisions or actions made or taken or declined to be made or taken, provided that the General Partner has acted pursuant to its authority under this Agreement; provided however, the General Partner acknowledges that, in the event of a conflict of interest between the interests of the shareholders of the General Partner on the one hand and the Limited Partners on the otherPartners, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the such shareholders of the General Partner or the Limited Partners; provided, howeverand, that any such conflict that if the General Partner, in its sole and absolute discretiondiscretion as General Partner, determines that a conflict cannot be resolved in a manner not adverse to either such shareholders or Limited Partners, the shareholders of the General Partner or the Limited Partners shall conflict will be resolved in favor of the shareholders of the General Partner. The General Partner shall not be liable, responsible for, or accountable in damages or otherwise for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with such decisions taken as permitted aboveshareholders.

No Obligation to Consider Separate Interests of Limited Partners or Shareholders. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and the shareholders of the General Partner collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or Assignees or to such shareholders) in deciding whether to cause the Partnership to do take (or not dodecline to take) any act or thingactions. In the event of a conflict between the interests of the shareholders of the General Partner on the one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the shareholders of the General Partner or the Limited Partners; provided, however, that any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either the shareholders of the General Partner or the Limited Partners shall be resolved in favor of the shareholders of the General Partner. The General Partner shall not be liable, responsible for, or accountable in liable for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with such decisions taken as permitted abovedecisions, provided that the General Partner has acted in good faith.

No Obligation to Consider Separate Interests of Limited Partners or Shareholders. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and the shareholders of the General Partner collectively, that the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or Assignees or to such shareholders) in deciding whether to cause the Partnership to do take (or not dodecline to take) any act or thingactions. In the event of a conflict between the interests of the shareholders of the General Partner on the one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the shareholders of the General Partner or the Limited Partners; provided, however, that any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either the shareholders of the General Partner or the Limited Partners shall be resolved in favor of the shareholders of the General Partner. The General Partner shall not be liable, responsible for, or accountable in liable for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not derived by Limited Partners in connection with such decisions taken as permitted abovedecisions, provided that the General Partner has acted in good faith.