Resolution of Conflicts of Interest. (a) Whenever a potential conflict of interest exists or arises between Enron, on the one hand, and any of the Azurix Parties, 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 parties, and shall not constitute a breach of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement or, by operation of this Agreement, is deemed to be fair and reasonable to the Azurix Parties. Enron shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties than those generally being provided to or available from unrelated third parties, or (iii) fair to the Azurix Parties, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix Parties). Enron may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting in connection with Special Approval shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person determines in its sole discretion to be relevant, reasonable, or appropriate under the circumstances. In the absence of bad faith by Enron, the resolution, action, or terms so made, taken, or provided by Enron with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, or any other duty imposed herein or therein or under Delaware law or any other law, rule, or regulation.
Appears in 3 contracts
Samples: Business Opportunity Agreement (Azurix Corp), Business Opportunity Agreement (Azurix Corp), Business Opportunity Agreement (Azurix Corp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Company, any of the Azurix PartiesMember or any Assignee, on the other handother, any resolution or course of action by the Managing Member or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partiesMembers, and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesCompany. Enron The Managing Member shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Company if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the Managing Member or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Company than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesCompany, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesCompany). Enron The Managing Member may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The Managing Member (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“fair and reasonable" ” to the Azurix Parties Company and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Managing Member (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Managing Member (including the Conflicts Committee) to consider the interests of any Person other than the Company. In the absence of bad faith by Enronthe Managing Member, the resolution, action, action or terms so made, taken, taken or provided by Enron the Managing Member with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under Delaware law the Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the Managing Member or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the Managing Member or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the MLP, the Company, any Member or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the Managing Member or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement or any other agreement contemplated hereby or under the Act or any other law, rule or regulation. In addition, any actions taken by the Managing Member or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definition of Available Cash shall not constitute a breach of any duty of the Managing Member to the Company or the Members. The Managing Member shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Company Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the Managing Member shall be deemed to constitute a breach of any duty of the Managing Member to the Company or the Members by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions by the MLP to the General Partner or its Affiliates to exceed 2% of the total amount distributed to all partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Limited Liability Company Agreement (Penn Virginia Resource Partners L P)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and any of the Azurix Parties, Partnership or the Limited Partners 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 partiesPartners, and shall not constitute a breach of this Agreement, of any agreement contemplated herein or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement or, by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix Parties. Enron shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of actionPartnership. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties than those generally being provided to or available from unrelated third parties, or (iii) fair to the Azurix Parties, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix Parties). Enron may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting in connection with Special Approval General Partner shall be authorized in connection with its determination of what is the "fair and reasonable" to the Azurix Parties nature of any transaction or arrangement and in connection with its resolution of any conflict of interest to consider (Ai) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (Bii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (Ciii) any applicable generally accepted accounting or engineering practices or principles; and (Div) such additional factors as such Person the General Partner determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion" that it deems "necessary or appropriate" or under a grant of similar authority or latitude, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership or the Limited Partners, or (ii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Felcor Lodging Trust Inc), Limited Partnership Agreement (Felcor Lodging Trust Inc)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement of the MLP Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates to exceed 1% of the total amount distributed to all members or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The MLP hereby authorizes the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Plains All American Pipeline Lp), Agreement of Limited Partnership (Plains All American Pipeline Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“fair and reasonable" ” to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the MLP, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates to exceed 0.01% of the total amount distributed to all Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partner hereby authorizes the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 2 contracts
Samples: Limited Partnership Agreement (K-Sea Tranportation Partners Lp), Limited Partnership Agreement (K-Sea Tranportation Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any of the Azurix PartiesPartner or any Assignee, on the other handother, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall resolve such conflict and be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“fair and reasonable" ” to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group, other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions in respect of the general partner interest to exceed 1% of the total amount distributed or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner of a Group Member, to approve of actions by the general partner of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution such resolution. Any such approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the Partnership, and in any proceeding brought by any Unitholder or by or on behalf of such conflict Unitholder or course any other Unitholders or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. In any proceeding brought by any Unitholder by or on behalf of such Unitholder or any other Unitholders or the Partnership alleging that such a 67 resolution by the General Partner (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above) is not fair to the Partnership, such Unitholder shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed 2% of the total amount distributed to all partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Sunoco Logistics Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution such resolution. Any such approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the Partnership and the MLP, and in any proceeding brought by any Limited Partner or by or on behalf of such conflict Limited Partner or course by any other Limited Partners or the Partnership challenging such approval the Person bringing or prosecuting such proceeding shall have the burden of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. In any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partners or the Partnership alleging that such a resolution by the General Partner (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above) is not fair to the Partnership, such Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the MLP, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates to exceed 0.01% of the total amount distributed to all Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partner hereby authorizes the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Sunoco Logistics Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution such resolution. Any such approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the Partnership and the MLP and, in any proceeding brought by any Limited Partner or by or on behalf of such conflict Limited Partner or course any other Limited Partners or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. In any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partners or the Partnership alleging that such a resolution by the General Partner (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above) is not fair to the Partnership, such Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the MLP, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates to exceed 0.01% of the total amount distributed to all Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partner hereby authorizes the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Sunoco Logistics Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, or any Officer or member of the Board of Supervisors, on the one hand, and the Partnership, the MLP, or any of the Azurix PartiesPartner, on the other handother, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all partiesthe Limited Partners, and shall not constitute a breach of this Agreement, of the MLP Agreement, or 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The Board of Supervisors shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the General Partner or any of its Affiliates or such Officer or member of the Board of Supervisors regarding any proposed transaction were disclosed to the Audit Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The Board of Supervisors may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The Board of Supervisors (including the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Board of Supervisors (including the Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Board of Supervisors (including the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe Board of Supervisors, the resolution, action, action or terms so made, taken, taken or provided by Enron the Board of Supervisors with respect to such matter shall not constitute a breach of this Agreement, the MLP Agreement or any other agreement contemplated herein or therein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the Board of Supervisors is permitted or required to make a decision (i) in its "sole discretion," or "discretion" that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the Board of Supervisors shall make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for or (ii) in "good faith" or under another express standard, the Board of Supervisors shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the Board of Supervisors consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the Board of Supervisors to the Partnership, the Limited Partners or any partner of the MLP. The Board of Supervisors shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group. No borrowing by any Group Member or the approval thereof by the Board of Supervisors shall be deemed to constitute a breach of any duty of the Board of Supervisors to the Partnership, the Limited Partners or any partner of the MLP by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable distributions to be made to the holders of the Incentive Distribution Rights.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partners hereby authorize the Board of Supervisors on behalf of the Partnership as a partner of a Group Member, to approve of actions by the general partner or the board of supervisors of such Group Member similar to those actions permitted to be taken by the Board of Supervisors pursuant to this Section 7.15.
Appears in 1 contract
Samples: Limited Partnership Agreement (Suburban Propane Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner or any Assignee, on the other handother, any resolution or course of action by the General Partner or its Affiliates 36 in respect of such conflict of interest shall be permitted and deemed approved by all partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution and the General Partner may also adopt a resolution of such conflict or course of actionaction that has not received Special Approval. The term "SPECIAL APPROVAL" Any Special Approval shall mean be subject to the approval presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of a majority the Partnership and the MLP and, in any proceeding brought by any Limited Partner or by or on behalf of disinterested directors such Limited Partner or any other Limited Partners or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of Azurixovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting in connection with Special Approval The General Partner shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. In any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partners or the Partnership alleging that such a resolution by the General Partner is not fair to the Partnership, such Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the MLP, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates to exceed 0.01% of the total amount distributed to all Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partner hereby authorizes the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Martin Midstream Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Operating Partnership Agreements, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership or any of the Azurix PartiesSubsidiary, any Partner or any Assignee, on the other hand, 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 partiesPartners, and shall not constitute a breach of this Agreement, of the Operating Partnership Agreements, 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 authorized by this Agreement or, by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix Parties. Enron shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any Partnership; provided that, any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms objectively demonstrable to be no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties. The Audit and Conflicts Committee (in connection with Special Approval) 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; (iiiii) fair to the Azurix Parties, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting in connection with Special Approval shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, or situation and the benefits and burdens relating to such interest; (Biii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (Civ) any applicable generally accepted accounting or engineering practices or principles; and (Dv) such additional factors as such Person the Audit and Conflicts Committee determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Audit and Conflicts Committee to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe Audit and Conflicts Committee or the General Partner, the resolution, action, action or terms so made, taken, taken or provided (including granting Special Approval) by Enron the Audit and Conflicts Committee or the General Partner with respect to such matter shall be conclusive and binding on all Persons (including all Partners) and shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or under the Delaware law Act or any other law, rulerule or regulation. It shall be presumed that the resolution, action or terms made, taken or provided by the Audit and Conflicts Committee or the General Partner was not made, taken or provided in bad faith, and in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such resolution, action or terms, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or under a grant of similar authority or latitude, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership or any Subsidiary, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and, with respect to clauses (i), (ii) and (iii) of this Section 6.9(b), shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreements, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Cash from Operations shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of any Subsidiary or of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or any Subsidiary or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable the General Partner to receive incentive distributions.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution may be considered by the General Partner or its board of directors (or any committee thereof) in the context of all similar or related transactions.
(d) Except as expressly set forth in this Agreement, neither the General Partner nor any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of the General Partner or such other Indemnitee. To the extent that, at law or in equity, an Indemnitee has duties, including fiduciary duties, and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement.
(e) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as limited partner of the Operating Partnerships, to approve of actions by the general partner of the Operating Partnerships similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.
Appears in 1 contract
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one other hand, and the Partnership, the Operating Partnership, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other other, transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“fair and reasonable" ” to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions on the General Partner Units to exceed the General Partner’s Percentage Interest of the total amount distributed or (B) hasten the expiration of the Subordination Period or the conversion of any Senior Subordinated Units or Junior Subordinated Units into Class B Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner of a Group Member, to approve of actions by the general partner of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Star Gas Finance Co)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe Manager or any of its Affiliates, on the one hand, and the Company, the MLP, any of the Azurix PartiesMember or any Assignee, on the other handother, any resolution or course of action by the Manager or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partiesMembers, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesCompany. Enron The Manager shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Company if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts within the actual knowledge of the officers and directors of the Manager and EPC regarding the proposed transaction were disclosed to the Audit and Conflicts Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Company than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesCompany, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesCompany). Enron The Manager may also adopt a resolution or course of action that has not received Special Approval. Enron The Manager (including the Audit and any Person voting Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“fair and reasonable" ” to the Azurix Parties Company and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Manager (including the Audit and Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Manager (including the Audit and Conflicts Committee) to consider the interests of any Person other than the Company. In the absence of bad faith by Enronthe Manager, the resolution, action, action or terms so made, taken, taken or provided by Enron the Manager with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under Delaware law the Texas Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the Manager or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the Manager or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Company, the MLP, the Members or, any limited partner of the MLP or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the Manager or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Texas Act or any other law, rule or regulation. In addition, any actions taken by the Manager or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash shall not constitute a breach of any duty of the Manager to the Company, the Members or any limited partner of the MLP. The Manager shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the Manager shall be deemed to constitute a breach of any duty of the Manager to the Company or the Members by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to OLPGP or its Affiliates to exceed 0.001% of the total amount distributed to all members or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Members hereby authorizes the Manager, on behalf of the Company as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the Manager pursuant to this Section 7.9.
Appears in 1 contract
Samples: Company Agreement (Enterprise Products Partners L P)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner and the Partnership, or any of their Affiliates, on the one hand, and the MLP, any of the Azurix PartiesMLP Partner or any MLP Assignee, on the other handother, any resolution or course of action by the General Partner and the Partnership, or their Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partiesMLP Partners, and shall not constitute a breach of the MLP Agreement, of any agreement contemplated therein, or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesMLP. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution such resolution. Any such approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the MLP and, in any proceeding brought by any MLP Limited Partner or by or on behalf of such conflict MLP Limited Partner or course any other MLP Limited Partners or the MLP challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties MLP if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties MLP than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesMLP, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesMLP). Enron The General HEP LOGISTICS HOLDINGS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Conflicts Committee in connection with Special Approval Approval), acting through the Partnership, shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties MLP and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. In any proceeding brought by any MLP Limited Partner or by or on behalf of such MLP Limited Partner or any other MLP Limited Partners or the MLP alleging that such a resolution by the General Partner (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above), acting through the Partnership, is not fair to the MLP, such MLP Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee), acting through the Partnership, to consider the interests of any Person other than the MLP. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner, acting through the Partnership, with respect to such matter shall not constitute a breach of the MLP Agreement or any other agreement contemplated therein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware LP Act or any other law, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated herein hereby provides that the General Partner or any of its Affiliates is permitted or required to make a breach decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any standard of careconsideration to any interest of, or factors affecting, the MLP, any duty MLP Limited Partner or any MLP Assignee, (ii) it may make such decision in its sole discretion (regardless of loyaltywhether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other duty or different standards imposed herein or therein by the MLP Agreement, any other agreement contemplated thereby or under the Delaware law LP Act or any other law, rule, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the MLP or the MLP Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the MLP or the MLP Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the Partnership or its Affiliates to exceed 2.0% of the total amount distributed to HEP LOGISTICS HOLDINGS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP all MLP Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partner hereby authorizes the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Holly Energy Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enrona General Partner or any of its Affiliates or the member of the Partnership Policy Committee or representative of the Partnership on the NBPL Management Committee designated by it, on the one hand, and the Partnership, the MLP or any of the Azurix PartiesPartner, 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement or, by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron Each General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one the Partnership). A General Partner, Partnership Policy Committee member or more representative of the Azurix Parties). Enron Partnership on the NBPL Management Committee may also adopt a resolution or course of action that has not received Special Approval. Enron Each General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (and any Person voting the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (and, if applicable, the Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require a General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee (or the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enrona General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee, the resolution, action, action or terms so made, taken, taken or provided by Enron such General Partner, Partnership Policy Committee member or representative of the Partnership on the NBPL Management Committee with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the Partnership Policy Committee, or a General Partner or any of its Affiliates, is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or under a grant of similar authority or latitude, the Partnership Policy Committee, such General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the MLP or any Limited Partner, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the Partnership Policy Committee, such General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the Partnership Policy Committee, a General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the members of the Partnership Policy Committee or a General Partner to the Partnership or the Limited Partners. The Partnership Policy Committee and the General Partners shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or the MLP or the approval thereof by the Partnership Policy Committee shall be deemed to constitute a breach of any duty of the Partnership Policy Committee or a General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable a General Partner of the MLP to receive or increase the amount of Incentive Distributions (as such term is defined in the MLP Agreement) or (B) hasten the conversion of Subordinated Units (as such term is defined in the MLP Agreement) into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
Appears in 1 contract
Samples: Limited Partnership Agreement (Northern Border Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution such resolution. Any such approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the Partnership and the MLP and, in any proceeding brought by any Limited Partner or by or on behalf of such conflict Limited Partner or course any other Limited Partners or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) HEP OPERATING COMPANY, L.P FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP such additional factors as such Person the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. In any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partners or the Partnership alleging that such a resolution by the General Partner (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above) is not fair to the Partnership, such Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law LP Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the MLP, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, any other agreement contemplated hereby or under the Delaware LP Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates to exceed 0.001% of the total amount distributed to all Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions. HEP OPERATING COMPANY, L.P FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(d) The Limited Partner hereby authorizes the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Holly Energy Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partners or any of their Affiliates, on the one hand, and the Company, any of the Azurix PartiesMember or any Assignee, on the other handother, any resolution or course of action by the Board of Directors or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partiesMembers, and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesCompany. Enron The Board of Directors shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Company if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the Board of Directors or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Company than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesCompany, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesCompany). Enron The Board of Directors may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The Board of Directors (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Company and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Board of Directors (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Board of Directors (including the Conflicts Committee) to consider the interests of any Person other than the Company. In the absence of bad faith by Enronthe Board of Directors, the resolution, action, action or terms so made, taken, taken or provided by Enron the Board of Directors with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under Delaware law the Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the Board of Directors or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the Board of Directors or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the MLP, the Company, any Member or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the Board of Directors or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement or any other agreement contemplated hereby or under the Act or any other law, rule or regulation. In addition, any actions taken by the Board of Directors or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the Board of Directors to the Company or the Members. The Board of Directors shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Company Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the Board of Directors shall be deemed to constitute a breach of any duty of the Board of Directors to the Company or the Members by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions by the MLP to the Managing General Partner or its Affiliates to exceed 2% of the total amount distributed to all partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
Appears in 1 contract
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix Parties. Enron shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any Partnership; provided that, any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts within the actual knowledge of the officers and directors of the General Partner and EPCO regarding the proposed transaction were disclosed to the Audit and Conflicts Committee at the time it gave its approval), or (ii) on terms objectively demonstrable to be no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, or . The Audit and Conflicts Committee (iii) fair to the Azurix Parties, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix Parties). Enron may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“fair and reasonable" ” to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Audit and Conflicts Committee determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Audit and Conflicts Committee to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner in compliance with this Section 7.9 with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed 2% of the total amount distributed to all partners.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Enterprise Products Partners L P)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any of the Azurix PartiesPartner or any Assignee, on the other handother, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“fair and reasonable" ” to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as the General Partner (including such Person Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including such Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or under a grant of similar authority or latitude, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Cash from Operations shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Operating Partnership or of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or the Operating Partnership or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable Incentive Distributions or to hasten the expiration of the Arrearage Period.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner of the Operating Partnership, to approve of actions by the general partner of the Operating Partnership similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ferrellgas Finance Corp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in the MLP Agreement, whenever a potential conflict of interest exists or arises between Enronthe Managing Member and the Company, or any of their Affiliates, on the one hand, and the MLP, any of the Azurix PartiesMLP Partner or any MLP Assignee, on the other handother, any resolution or course of action by the Managing Member and the Company, or their Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partiesMLP Partners, and shall not constitute a breach of the MLP Agreement, of any agreement contemplated therein, or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesMLP. Enron The Managing Member shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution such resolution. Any such approval shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the MLP and, in any proceeding brought by any MLP Limited Partner or by or on behalf of such conflict MLP Limited Partner or course any other MLP Limited Partners or the MLP challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixovercoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties MLP if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties MLP than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesMLP, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesMLP). Enron XXXXX LOGISTIC SERVICES, L.L.C. FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT The Managing Member may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The Managing Member (including the Conflicts Committee in connection with Special Approval Approval), acting through the Company, shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties MLP and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Managing Member (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. In any proceeding brought by any MLP Limited Partner or by or on behalf of such MLP Limited Partner or any other MLP Limited Partners or the MLP alleging that such a resolution by the Managing Member (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above), acting through the Company, is not fair to the MLP, such MLP Limited Partner shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Managing Member (including the Conflicts Committee), acting through the Managing Member, to consider the interests of any Person other than the MLP. In the absence of bad faith by Enronthe Managing Member, the resolution, action, action or terms so made, taken, taken or provided by Enron the Managing Member, acting through the Managing Member, with respect to such matter shall not constitute a breach of the MLP Agreement or any other agreement contemplated therein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware LP Act or any other law, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated herein hereby provides that the Managing Member or any of its Affiliates is permitted or required to make a breach decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the Managing Member or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any standard of careconsideration to any interest of, or factors affecting, the MLP, any duty MLP Limited Partner or any MLP Assignee, (ii) it may make such decision in its sole discretion (regardless of loyaltywhether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other duty or different standards imposed herein or therein by the MLP Agreement, any other agreement contemplated thereby or under the Delaware law LP Act or any other law, rule, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the MLP or the MLP Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the MLP or the MLP Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or XXXXX LOGISTIC SERVICES, L.L.C. FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT indirectly to (A) enable distributions to the Partnership or its Affiliates to exceed 2.0% of the total amount distributed to all MLP Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Holly Energy Partners Lp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement whenever a potential conflict of interest exists or arises between Enronone of the General Partners or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner or any Assignee, on the other handother, any resolution or course of action by the General Partners or their Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partiesPartners, and shall not constitute a breach of this Agreement of any agreement contemplated herein, or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The Managing General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The Managing General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The Managing General Partner (including the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Managing General Partner (including the Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Managing General Partner (including the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe Managing General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the Managing General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the Managing General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the Managing General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the Managing General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, any other agreement or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the Managing General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definitions of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership, or any Limited Partner. The Managing General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partners hereby authorize the Managing General Partner, on behalf of the Partnership as a partner of a Group Member, to approve actions by the general partner of such Group Member similar to those actions permitted to be taken by the Managing General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ap Eagle Finance Corp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Genesis OLP Partnership Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, Genesis OLP or any of the Azurix PartiesPartner, 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 partiesPartners, and shall not constitute a breach of this Agreement, of the Genesis OLP Partnership Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, if the resolution or course of action is authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Audit Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "''fair and reasonable" '' to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the General Partner (including the Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its ''sole discretion'' or ''discretion,'' that it deems ''necessary or appropriate'' or ''necessary or advisable'' or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, Genesis OLP or any Limited Partner, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to ''sole discretion'' or ''discretion'') unless another express standard is provided for, or (iii) in ''good faith'' or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Genesis OLP Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of ''reasonable discretion'' set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable Genesis OLP to make Incentive Compensation Payments or (B) hasten the expiration of the Subordination Period or the conversion of any OLP Subordinated Units into OLP Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be ''fair and reasonable'' to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner of a Group Member, to approve of actions by the general partner of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.
Appears in 1 contract
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between Enronthe General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any of the Azurix PartiesPartner or any Assignee, on the other handother, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all partiesPartners, and shall not constitute a breach of this Agreement, of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurix. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special Approval, or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The General Partner (including the Audit Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "“ fair and reasonable" reasonable “ to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, US-DOCS\98994761.5 transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as the General Partner (including such Person Audit Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including such Audit Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion , “ that it deems “necessary or appropriate” or under a grant of similar authority or latitude, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Cash from Operations shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Operating Partnership or of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or the Operating Partnership or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable Incentive Distributions or to hasten the expiration of the Arrearage Period.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions. US-DOCS\98994761.5
(d) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner of the Operating Partnership, to approve of actions by the general partner of the Operating Partnership similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ferrellgas Partners Finance Corp)
Resolution of Conflicts of Interest. (a) Whenever Unless otherwise expressly provided in this Agreement or the MLP Agreement, whenever a potential conflict of interest exists or arises between Enrona General Partner or any of its Affiliates, on the one hand, and the Partnership, the MLP, any of the Azurix PartiesPartner 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 partiesPartners, and shall not constitute a breach of this Agreement of 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 authorized by this Agreement oris, or by operation of this Agreement, Agreement is deemed to be be, fair and reasonable to the Azurix PartiesPartnership. Enron The Managing General Partner shall be authorized but not required in connection with its resolution of Alliance Resource Operating Partners, L.P. such conflict of interest to seek Special Approval of a resolution of such conflict or course of action. The term "SPECIAL APPROVAL" shall mean the approval of a majority of disinterested directors of Azurixresolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Azurix Parties Partnership if such conflict of interest or resolution is (i) approved by Special ApprovalApproval (as long as the material facts known to the Managing General Partner or any of its Affiliates regarding any proposed transaction were disclosed to the Conflicts Committee at the time it gave its approval), or (ii) on terms no less favorable to the Azurix Parties Partnership than those generally being provided to or available from unrelated third parties, parties or (iii) fair to the Azurix PartiesPartnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to one or more of the Azurix PartiesPartnership). Enron The Managing General Partner may also adopt a resolution or course of action that has not received Special Approval. Enron and any Person voting The Managing General Partner (including the Conflicts Committee in connection with Special Approval Approval) shall be authorized in connection with its determination of what is "fair and reasonable" to the Azurix Parties Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting or engineering practices or principles; and (D) such additional factors as such Person the Managing General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the Managing General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by Enronthe Managing General Partner, the resolution, action, action or terms so made, taken, taken or provided by Enron the Managing General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care, any duty of loyalty, care or any other duty imposed herein or therein or or, to the extent permitted by law, under the Delaware law Act or any other law, rule, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the Managing General Partner or any of its Affiliates is permitted or required to make a decision (i) in its "sole discretion" or "discretion," that it deems "necessary or appropriate" or "necessary or advisable" or under a grant of similar authority or latitude, except as otherwise provided herein, the Managing General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the MLP, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to "sole discretion" or "discretion") unless another express standard is provided for, or (iii) in "good faith" or under another express standard, the Managing General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the MLP Agreement, the Operating Subsidiary Agreement any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the Managing General Partner or such Affiliate consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash Alliance Resource Operating Partners, L.P. shall not constitute a breach of any duty of the Managing General Partner to the Partnership or the Limited Partners. The Managing General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the Managing General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partners or their Affiliates to exceed 1.0101% of the total amount distributed to all Partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.
(d) The Limited Partner hereby authorizes the Managing General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner of such Group Member similar to those actions permitted to be taken by the Managing General Partner pursuant to this Section 7.9.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Alliance Resource Partners Lp)
