Common use of Relationship of the Partners Clause in Contracts

Relationship of the Partners. (a) The relationship of the Partners shall be limited solely to the purpose and scope of the Company as expressed in this Partnership Agreement. This Partnership Agreement shall not constitute the appointment of any party to this Partnership Agreement as the legal representative or agent of any other party to this Partnership Agreement. No party to this Partnership Agreement shall have any right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of any other party to this Partnership Agreement. Except as may be specifically provided in this Partnership Agreement, the Alliance Agreement or the Investment Agreement, neither the Company nor any party to this Partnership Agreement shall assume or be responsible for any liability or obligation of any nature of, or any liability or obligation that arises from any act or omission to act of, any other party to this Partnership Agreement however or whenever arising. (b) Except as expressly set forth in Section 5.4 of this Partnership Agreement, nothing contained in this Partnership Agreement shall be deemed to restrict or limit in any way the carrying on (directly or indirectly) of separate businesses or activities by any Partner now or in the future, even if such businesses or activities are competitive with the Company, and neither the Partnership nor the other Partners shall, by virtue of this Partnership Agreement, have any interest or rights in or to such other businesses or activities or any profits, liabilities or obligations with respect thereto. No Partner or any of its Affiliates or any of their respective officers, directors, employees or former employees shall have any obligation, or be liable, to the Company or any other Partner pursuant to this Partnership Agreement for or arising out of the conduct described in this Section, for exercising, performing or observing or failing to exercise, perform or observe, any of such Partner’s rights or obligations under this Partnership Agreement, the Alliance Agreement or the Investment Agreement, for exercising or failing to exercise its rights as a Partner or, solely by reason of such conduct, for breach of any fiduciary or other duty to the Company or any Partner, except in each case for a breach of Sections 3.1, 5.1 or 5.4 or any other express provisions of this Partnership Agreement. The Partners acknowledge that the right of each Partner to designate Representatives or Alternates does not mean that the actions of such Representatives or Alternates, as such, constitute the exercise, performance or observation, or failure to exercise, perform or observe, such Partner’s designation right. In the event that a Partner, any of its Affiliates or any of their respective officers, directors, employees or former employees acquires knowledge of a potential transaction, agreement, arrangement or other matter which may be a corporate opportunity for both the Company and the Partner or such Affiliate, or any of their respective officers, directors, employees or former employees (and, as to such Partner or Affiliate, is an opportunity that such Partner or Affiliate would be permitted to pursue and acquire pursuant to Section 5.4 of this Partnership Agreement), (i) neither the Partner nor such Affiliate, officers, directors, employees or former employees shall have any duty to communicate or offer such corporate opportunity to the Company, (ii) neither the Partner nor such Affiliate, officers, directors, employees or former employees shall be liable to the Company for breach of any fiduciary or other duty, as a Partner or otherwise, by reason of the fact that the Partner or such Affiliate, officers, directors, employees or former employees pursue or acquire such corporate opportunity or fail to communicate such corporate opportunity or information regarding such corporate opportunity to the Company, and (iii) neither the Partner nor such Affiliate, officers, directors, employees or former employees shall be obligated to account to the Company or any other Partner for any property, profit or benefit derived from such opportunity. The foregoing exculpation, however, shall not be deemed to apply to any action by a Representative as such in determining whether the Company independently should pursue or acquire such business opportunity.

Relationship of the Partners. (a) The relationship of the Partners shall be limited solely to the purpose and scope of the Company as expressed in this Partnership Agreement. This Partnership Agreement shall not constitute the appointment of any party to this Partnership Agreement as the legal representative or agent of any other party to this Partnership Agreement. No party to this Partnership Agreement shall have any right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of any other party to this Partnership Agreement. Except as may be specifically provided in this Partnership Agreement, the Alliance Agreement or the Investment Agreement, neither the Company nor any party to this Partnership Agreement shall assume or be responsible for any liability or obligation of any nature of, or any liability or obligation that arises from any act or omission to act of, any other party to this Partnership Agreement however or whenever arising. (b) Except as expressly set forth in Section 5.4 of this Partnership Agreement, nothing contained in this Partnership Agreement shall be deemed to restrict or limit in any way the carrying on (directly or indirectly) of separate businesses or activities by any Partner now or in the future, even if such businesses or activities are competitive with the Company, and neither the Partnership nor the other Partners shall, by virtue of this Partnership Agreement, have any interest or rights in or to such other businesses or activities or any profits, liabilities or obligations with respect thereto. No Partner or any of its Affiliates or any of their respective officers, directors, employees or former employees shall have any obligation, or be liable, to the Company or any other Partner pursuant to this Partnership Agreement for or arising out of the conduct described in this Section, for exercising, performing or observing or failing to exercise, perform or observe, any of such Partner’s 's rights or obligations under this Partnership Agreement, the Alliance Agreement or the Investment Agreement, for exercising or failing to exercise its rights as a Partner or, solely by reason of such conduct, for breach of any fiduciary or other duty to the Company or any Partner, except in each case for a breach of Sections 3.1, 5.1 or 5.4 or any other express provisions of this Partnership Agreement. The Partners acknowledge that the right of each Partner to designate Representatives or Alternates does not mean that the actions of such Representatives or Alternates, as such, constitute the exercise, performance or observation, or failure to exercise, perform or observe, such Partner’s 's designation right. In the event that a Partner, any of its Affiliates or any of their respective officers, directors, employees or former employees acquires knowledge of a potential transaction, agreement, arrangement or other matter which may be a corporate opportunity for both the Company and the Partner or such Affiliate, or any of their respective officers, directors, employees or former employees (and, as to such Partner or Affiliate, is an opportunity that such Partner or Affiliate would be permitted to pursue and acquire pursuant to Section 5.4 of this Partnership Agreement), (i) neither the Partner nor such Affiliate, officers, directors, employees or former employees shall have any duty to communicate or offer such corporate opportunity to the Company, (ii) neither the Partner nor such Affiliate, officers, directors, employees or former employees shall be liable to the Company for breach of any fiduciary or other duty, as a Partner or otherwise, by reason of the fact that the Partner or such Affiliate, officers, directors, employees or former employees pursue or acquire such corporate opportunity or fail to communicate such corporate opportunity or information regarding such corporate opportunity to the Company, and (iii) neither the Partner nor such Affiliate, officers, directors, employees or former employees shall be obligated to account to the Company or any other Partner for any property, profit or benefit derived from such opportunity. The foregoing exculpation, however, shall not be deemed to apply to any action by a Representative as such in determining whether the Company independently should pursue or acquire such business opportunity.