Common use of Reliance Etc Clause in Contracts

Reliance Etc. (a) Notwithstanding any other provision of this Agreement, an Indemnified Person acting under this Agreement shall not be liable to the Partnership or to any other Indemnified Person for its, his or her good faith reliance on the provisions of this Agreement. To the fullest extent provided by law, the provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Partnership, each Partner and each Limited Partner to replace such other duties and liabilities of such Indemnified Person. (b) Notwithstanding any other provision of this Agreement but subject to applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (i) in its, his or her discretion or under a grant of similar authority, the Indemnified Person shall be entitled to consider only such interests and factors as such Indemnified Person desires, including its, his or her own and its, his or her Affiliates’ interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership, any Partner, any Limited Partner or any other Person, or (ii) in its, his or her good faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standards.