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

No Obligation to Consider Separate Interests of Limited Partners. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and the Parent’s stockholders, and 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) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or 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. Any decisions or actions not taken by the General Partner in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise. In the event of a conflict between the interests of the Limited Partners and the stockholders of the Parent, the General Partner shall act in the interests of the Parent’s stockholders, and neither the Parent nor the General Partner shall be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by the Limited Partners in connection therewith.

Appears in 7 contracts

Samples: Limited Partnership Agreement (Freehold Properties, Inc.), Limited Partnership Agreement (Broad Street Realty, Inc.), Limited Partnership Agreement (Education Realty Operating Partnership L P)

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No Obligation to Consider Separate Interests of Limited Partners. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and the ParentGeneral Partner’s stockholdersshareholders, and 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) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or 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. Any decisions or actions not taken by the General Partner in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise. In the event of a conflict between the interests of the Limited Partners and the stockholders shareholders of the ParentGeneral Partner, the General Partner shall act in the interests of the ParentGeneral Partner’s stockholdersshareholders, and neither the Parent nor the General Partner shall not be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by the Limited Partners in connection therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Pillarstone Capital Reit), Limited Partnership Agreement (Whitestone REIT)

No Obligation to Consider Separate Interests of Limited Partners. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and the ParentGeneral Partner’s stockholders, and 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) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or 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. Any decisions or actions not taken by the General Partner in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise. In the event of a conflict between the interests of the Limited Partners and the stockholders of the Parent, the General Partner Parent shall act in the interests of the Parent’s stockholders, and neither the Parent nor the General Partner shall not be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by the Limited Partners in connection therewith.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Steadfast Apartment REIT, Inc.), Agreement of Limited Partnership (Steadfast Apartment REIT, Inc.)

No Obligation to Consider Separate Interests of Limited Partners. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and Partners, the ParentGeneral Partner’s stockholdersshareholders (and, to the extent separate, the shareholders of the General Partner Entity), and 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) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or 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. Any decisions or actions not taken by the General Partner in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise. In the event of a conflict between the interests of the Limited Partners and the stockholders shareholders of the ParentGeneral Partner, the General Partner shall act in the interests of the Parent’s stockholdersits shareholders, and neither the Parent nor the General Partner shall not be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by the Limited Partners in connection therewith.

Appears in 2 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (American Homes 4 Rent)

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No Obligation to Consider Separate Interests of Limited Partners. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and Partners, the Parent’s stockholders, and 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) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or 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. Any decisions or actions not taken by the General Partner in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise. In the event of a conflict between the interests of the Limited Partners and the stockholders of the Parent, the General Partner shall act and its Affiliates (including the Parent) may endeavor in good faith to resolve any conflicts in a manner that is not adverse to either the stockholders of the Parent or the Limited Partners; provided the Limited Partners acknowledge and agree that the General Partner and its Affiliates may fulfill their duties to the Limited Partners by acting in the best interests of the stockholders of the Parent’s stockholders, ; and neither the Parent nor the General Partner shall not be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by the Limited Partners in connection therewith.

Appears in 1 contract

Samples: Limited Partnership Agreement (Great Ajax Corp.)

No Obligation to Consider Separate Interests of Limited Partners. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited Partners and the ParentGeneral Partner’s stockholdersstockholders and, to the extent separate, the stockholders of the General Partner Entity, and 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) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner shall not be liable for monetary or 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. Any decisions or actions not taken by the General Partner in accordance with the terms of this Agreement shall not constitute a breach of any duty owed to the Partnership or the Limited Partners by law or equity, fiduciary or otherwise. In the event of a conflict between the interests of the Limited Partners and the stockholders of the ParentGeneral Partner, the General Partner shall act and its Affiliates may endeavor in good faith to resolve any conflicts in a manner that is not adverse to either the stockholders of the General Partner or the Limited Partners; provided the Limited Partners acknowledge and agree that the General Partner and its Affiliates may fulfill their duties to the Limited Partners by acting in the best interests of the Parent’s stockholders, stockholders of the General Partner; and neither the Parent nor the General Partner shall not be liable for monetary or other losses sustained, liabilities incurred or benefits not derived by the Limited Partners in connection therewith.

Appears in 1 contract

Samples: Limited Partnership Agreement (Jernigan Capital, Inc.)

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