Common use of Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties Clause in Contracts

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, any Director, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), or any Officer of the General Partner (collectively, the “Designated Persons”) causes the General Partner to make a determination or take or omit to take any action in its capacity as general partner of the Partnership, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, such Designated Person, shall make such determination, or take or omit to take such action, in Good Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Person, will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General PartnerManaging Member, any Director, acting in its capacity as the Board of Directors or any committee managing member of the Board of Directors (including the Conflicts Committee)Company, or any Officer Affiliate of the General Partner (collectively, the “Designated Persons”) causes the General Partner to make Managing Member makes a determination or take takes or omit omits to take any action in its capacity as general partner of the Partnershipsuch capacity, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, the Managing Member or such Designated Person, Affiliate (i) shall make such determination, or take or omit to take such action, in Good FaithFaith and (ii) shall not make any such determination, or take or omit to take any such action, that disproportionately and materially adversely affects any Non-Managing Member, solely in its capacity as a Member, relative to the other Non-Managing Members, solely in their capacity as Members. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons Managing Member and any Affiliate of the Managing Member and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Person, the Managing Member or of any Affiliate of the Managing Member will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the PartnershipCompany, any Limited PartnerMember, or any other Person who acquires an interest in a Partnership Interest the Company or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General PartnerManaging Member, any Director, acting in its capacity as the Board of Directors or any committee managing member of the Board of Directors (including the Conflicts Committee)Company, or any Officer Affiliate of the General Partner (collectively, the “Designated Persons”) causes the General Partner to make Managing Member makes a determination or take takes or omit omits to take any action in its capacity as general partner of the Partnershipsuch capacity, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, the Managing Member or such Designated Person, Affiliate shall make such determination, or take or omit to take such action, in Good Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons Managing Member and any Affiliate of the Managing Member and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Person, the Managing Member or of any Affiliate of the Managing Member will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the PartnershipCompany, any Limited PartnerMember, or any other Person who acquires an interest in a Partnership Interest the Company or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the IPO Registration Statement are hereby approved by all Members and shall not constitute a breach of this Agreement or any such duty.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, any Directoracting in its capacity as the general partner of the Partnership, or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), ) or any Officer Affiliates of the General Partner (collectively, the “Designated Persons”) causes cause the General Partner to make a determination or take or omit to take any action in its capacity as general partner of the Partnershipsuch capacity, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, the General Partner, the Board of Directors, such Designated Personcommittee or such Affiliates, shall make such determination, or take or omit to take such action, in Good Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Personthe General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or of any Affiliates of the General Partner, will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, any Directoracting in its capacity as the general partner of the Partnership (and not in its individual capacity), or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), ) or any Officer Affiliates of the General Partner (collectively, the “Designated Persons”) causes cause the General Partner to make a determination or take or omit to take any action in its capacity as general partner of the Partnershipsuch capacity, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, the General Partner, the Board of Directors, such Designated Personcommittee or such Affiliates, shall make such determination, or take or omit to take such action, in Good Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, Agreement any Group Member BP MIDSTREAM PARTNERS LP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Personthe General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or of any Affiliates of the General Partner, will for all purposes be presumed (or conclusively presumed, if specified by Section 7.10(b)) to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, any Directoracting in its capacity as the general partner of the Partnership, or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), ) or any Officer Affiliates of the General Partner (collectively, the “Designated Persons”) causes cause the General Partner to make a determination or take or omit to take any action in its capacity as general partner of the Partnershipsuch capacity, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, the General Partner, the Board of Directors, such Designated Personcommittee or such Affiliates, shall make such determination, or take or omit to take such action, in Good Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Personthe General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or of any Affiliates of the General Partner, will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the IPO Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or any such duty.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (ab) Whenever the General Partner, Board makes a determination or takes or declines to take any Director, the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee)other action, or any Officer of the General Partner (collectively, the “Designated Persons”) its Affiliates causes the General Partner it to make a determination or take or omit to take any action in its capacity as general partner of the Partnershipdo so, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated herebyhereby or otherwise, then, unless another lesser express standard is provided for in this Agreement, the Board, or such Designated PersonAffiliates causing it to do so, shall make such determination, determination or take or omit decline to take such action, other action in Good Faith. The foregoing good faith and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons and no such Person shall not be subject to any other or different standards (including fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under standards) imposed by this Agreement, any Group Member Agreement or Agreement, any other agreement contemplated hereby, hereby or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action Whenever the Conflicts Committee makes a determination or omission by a Designated Person, will for all purposes be presumed takes or declines to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or take any other Person who acquires an interest action, it shall make such determination or take or decline to take such other action in a Partnership Interest or good faith and shall not be subject to any other Person who is bound or different standards (including fiduciary standards) imposed by this Agreement, challenging such determinationany Group Member Agreement, act any other agreement contemplated hereby or omissionunder the Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith” for purposes of this Agreement, the Person bringing or prosecuting Persons making such proceeding shall have determination or taking or declining to take such other action must believe that the burden determination or other action is in the best interests of proving that such determination, action or omission was not in Good Faiththe Partnership.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, any Directoracting in its capacity as the general partner of the Partnership, or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), ) or any Officer Affiliates of the General Partner (collectively, the “Designated Persons”) causes cause the General Partner to make a determination or take or omit to take any action in its capacity as general partner of the Partnershipsuch capacity, whether or not under this Agreement, any Group Member Agreement, any MLP Group Member Agreement or any other agreement contemplated hereby, then, unless another lesser standard is provided for in this Agreement, the General Partner, the Board of Directors, such Designated Personcommittee or such Affiliates, shall not make such determination, or take or omit to take such action, in Good Bad Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, any Group Member Agreement, any MLP Group Member Agreement or any other agreement contemplated hereby, or under the Delaware LP Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Personthe General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or of any Affiliates of the General Partner, will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith.

Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties. (a) Whenever the General Partner, any Directoracting in its capacity as the general partner of the Partnership, or the Board of Directors or any committee of the Board of Directors (including the Conflicts Committee), ) or any Officer Affiliates of the General Partner (collectively, the “Designated Persons”) causes cause the General Partner to make a determination or take or omit to take any action in its capacity as general partner of the Partnershipsuch capacity, whether or not under this Agreement, any Group Member Agreement or any other agreement contemplated hereby, DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP then, unless another lesser standard is provided for in this Agreement, the General Partner, the Board of Directors, such Designated Personcommittee or such Affiliates, shall not make such determination, or take or omit to take such action, in Good Bad Faith. The foregoing and other lesser standards provided for in this Agreement are the sole and exclusive standards governing any such determinations, actions and omissions of the Designated Persons General Partner, the Board of Directors, any committee of the Board of Directors (including the Conflicts Committee) and any Affiliate of the General Partner and no such Person shall be subject to any fiduciary duty or other duty or obligation, or any other, different or higher standard (all of which duties, obligations and standards are hereby waived and disclaimed), under this Agreement, Agreement any Group Member Agreement or any other agreement contemplated hereby, or under the Delaware Act or any other law, rule or regulation or at equity. Any such determination, action or omission by a Designated Personthe General Partner, the Board of Directors of the General Partner or any committee thereof (including the Conflicts Committee) or of any Affiliates of the General Partner, will for all purposes be presumed to have been in Good Faith. In any proceeding brought by or on behalf of the Partnership, any Limited Partner, or any other Person who acquires an interest in a Partnership Interest or any other Person who is bound by this Agreement, challenging such determination, act or omission, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or omission was not in Good Faith.