Common use of Other Matters Affecting the General Partner Clause in Contracts

Other Matters Affecting the General Partner. The General Partner (a) shall not be liable to the Partnership or any Partner for losses sustained, liabilities incurred, or benefits not derived by the Partners in connection with any decisions made by, or actions taken or not taken by, the General Partner, so long as the General Partner was not guilty of gross negligence or willful or wanton misconduct, (b) may exercise any of the powers granted to it hereunder and perform any of the duties imposed upon it hereunder either directly or by or through agents and shall not be responsible for any misconduct or negligence on the part of any such agent appointed and supervised in good faith, (c) may rely, and shall be protected in acting or refraining from acting, upon any consent, approval and any other action taken by the Limited Partners, and upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (d) may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers, and any act taken or omitted to be taken in reliance upon the opinion or advice (whether written or oral) of such Persons as to matters which the General Partner reasonably believes to be within such Person’s professional or expert competence shall be presumed to have been done or omitted in good faith, and (e) shall not be liable to the Partnership or the Partners for the failure to perform any obligation that the General Partner cannot perform because the Partnership does not have sufficient funds to pay the cost and expense relative to such obligation.