Common use of Resolution of Conflicts of Interest Clause in Contracts

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus MLP Agreement, whenever a potential conflict of interest exists or arises between the a General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiarythe MLP, any Partner or any Assignee, on the other handother, any resolution or course of action by a General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, Agreement of any Subsidiary the MLP Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is oris, or by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of any such conflict of interest to consider seek Special Approval of such resolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval (as long as the relative interests material facts known to the General Partner or any of its Affiliates regarding any party proposed transaction were disclosed to such conflictthe Conflicts Committee at the time it gave its approval), agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary on terms no less favorable to the Partnership than those generally being provided to or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; andavailable from unrelated third parties or

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary the Operating Partnership Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, Partnership or any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and;

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus MLP Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiarythe MLP, any Partner or any Assignee, on the other handother, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, Agreement of any Subsidiary the MLP Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is oris, or by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of any such conflict of interest to consider seek Special Approval of such resolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval (as long as the relative interests material facts known to the General Partner or any of its Affiliates regarding any party proposed transaction were disclosed to such conflictthe Conflicts Committee at the time it gave its approval), agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary on terms no less favorable to the Partnership than those generally being provided to or accepted industry practices and any customary available from unrelated third parties or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; andAll American Pipeline, L.P.