Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, 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, any Subsidiary, any Limited Partner or any Assignee, 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 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 General Partner consistent with the standards of 50 "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 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary 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 (Enbridge Energy Partners Lp)
Resolution of Conflicts of Interest. (a) At all times from and after the date hereof, a majority of the members of the board of directors of the General Partner shall be Persons who are not shareholders or members of the General Partner or a member of the immediate family of such a shareholder or member.
(b) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreementherein, (i) whenever a potential conflict of interest exists or arises between the a General Partner or any of its AffiliatesAffiliate thereof, on the one hand, and the Partnership, any Subsidiary, any Limited Partner or any Assignee, on the other hand, or (ii) whenever this Agreement or any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any other agreement contemplated herein or thereintherein provides that a General Partner shall act in a manner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovide terms which are, fair and reasonable to the Partnership. The Partnership or any Limited Partner, the General Partner shall be authorized in connection with its resolution of any resolve such conflict of interest to consider (i) interest, take such action or provide such terms considering, in each case, the relative interests of any each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) practices, any applicable generally accepted accounting or engineering practices or principles; principles and (iv) such additional any other factors as the General Partner determines in its sole discretion to be deemed relevant, 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 Partnershipand appropriate. In the absence of bad faith by the a General Partner, the resolution, action or terms so made, taken or provided by the a 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulationtherein.
(bc) Whenever in 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 with "necessary or appropriatecomplete discretion" 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 deems appropriate and shall have no duty or obligation to give any consideration to any other interest of, of or factors affecting, affecting the Partnership, any Subsidiary, any the Limited Partner Partners or any Assignee, the Assignees or (ii) in its "good faith" or under another express standard, the General Partner or such Affiliate shall act under such express standard. Each Limited Partner hereby agrees that any standard and shall not be subject to any other of care or different standards duty imposed by this Agreement, any Subsidiary Agreement, any other agreement contemplated hereby or under in the Delaware Act or any other applicable law, rule or regulation. In additionregulation shall be modified, waived or limited in each case as required to permit the General Partner to act under this Agreement or any actions taken other agreement contemplated herein and to make any decision pursuant to the authority prescribed in this Section 6.11(c) so long as such action or decision is reasonably believed by the General Partner to be consistent with the standards of 50 "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 overall purposes 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 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary 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) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Operating Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiarythe Operating Partnership, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to involved in such conflictconflict or affected by such action, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted TNC and industry practices and any customary or historical dealings with a particular Personpractices; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the 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 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 Subsidiarythe Operating Partnership, any Limited Partner or any Assignee, 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 Subsidiary 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 consistent with the standards of 50 "“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 the Operating Partnership or of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or any Subsidiary 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 result in or increase incentive distributions to the General Partner to receive Incentive DistributionsPartner.
(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, member, shareholder or other equity interest holder limited partner of any Subsidiarythe Operating Partnership, to approve of actions by any Subsidiary 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 (Terra Nitrogen Co L P /De)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreement, Operating Partnership Agreements whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, Partnership or any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreementthe Operating Partnership Agreements, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if 39 the resolution or course of action is or, by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the 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 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, Partnership or any Subsidiary, any Limited Partner or any Assignee, 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 Subsidiary Agreementthe 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 50 "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 Distributionsincentive 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 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, member, shareholder or other equity interest holder limited partner of any Subsidiarythe Operating Partnerships, to approve of actions by any Subsidiary 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) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreement, herein (i) whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner or any Assignee, on the other hand, or (ii) whenever this Agreement or any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any other agreement contemplated herein or thereinprovides that the General Partner shall act in a manner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovides terms which are, fair and reasonable to the Partnership. The , the General Partner shall be authorized in connection with its resolution of any resolve such conflict of interest to consider (i) interest, take such action or provide such terms considering, in each case, the relative interests of any each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices practices, and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulationtherein.
(b) Whenever in this Agreement or any other agreement contemplated hereby provides that Agreement, and subject to the obligation of the General Partner or any to abide by all the terms of its Affiliates this Agreement, the General Partner is permitted or required to make a decision (i) in its "“sole discretion" ” or "“discretion" that it deems "necessary or appropriate" ”, with “complete discretion” 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, of or factors affecting, affecting the Partnership, any Subsidiary, any Limited Partner Partnership or any Assigneeof the other Partners, or (ii) in "its “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 Subsidiary Agreement, or any other agreement contemplated hereby herein 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 50 "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 Distributionstherein.
(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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary 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 (ServiceMaster Consumer Services Limited Partnership)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary the Operating Partnership Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, Partnership or any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the 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 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, Partnership or any Subsidiary, any Limited Partner or any Assignee, 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 Subsidiary 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 consistent with the standards of 50 "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 Distributionsincentive 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 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, member, shareholder or other equity interest holder limited partner of any Subsidiarythe Operating Partnership, to approve of actions by any Subsidiary 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
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary the Operating Partnership Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, Partnership or any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the 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 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, Partnership or any Subsidiary, any Limited Partner or any Assignee, 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 Subsidiary 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 consistent with the standards of 50 "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 37 45 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 Distributionsincentive 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 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, member, shareholder or other equity interest holder limited partner of any Subsidiarythe Operating Partnership, to approve of actions by any Subsidiary 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: Agreement of Limited Partnership (Teppco Partners Lp)
Resolution of Conflicts of Interest. (a) The Special General Partner and any Affiliate of the Special General Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership for its own account and for the account of others. Neither the Partnership, any Operating Partnership, any other Subsidiary nor any of the Partners shall have any rights by virtue of this Agreement or the partnership relationship created hereby in any business ventures of the Special General Partner or any Affiliate of the Special General Partner.
(b) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreementherein, (i) whenever a potential conflict of interest exists or arises between the a General Partner or any of its AffiliatesAffiliate thereof, on the one hand, and the Partnership, any Operating Partnership, any Subsidiary, any Limited Partner or any Assignee, on the other, or (ii) whenever this Agreement or any other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any agreement contemplated herein or thereinprovides that a General Partner shall act in a manner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovide terms which are, fair and reasonable to the Partnership. The Partnership or any Limited Partner, the Managing General Partner shall be authorized in connection with its resolution of any resolve such conflict of interest to consider (i) interest, take such action or provide such terms considering, in each case, the relative interests of any each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) practices, any applicable generally accepted accounting or engineering practices or principles; principles and (iv) such additional any other factors as the General Partner determines in its sole discretion to be deemed relevant, 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 Partnershipand appropriate. In the absence of bad faith by the a General Partner, the resolution, action or terms so made, taken or provided by the a 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulationtherein.
(bc) Whenever in 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" ,” with “complete discretion” or under a grant of similar authority or latitude, the Managing General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires deems appropriate and shall have no duty or obligation to give any consideration to any other interest of, of or factors affecting, affecting the Partnership, any Subsidiary, any the Limited Partner Partners or any Assignee, the Assignees or (ii) in "its “good faith" ” or under another express standard, the Managing General Partner or such Affiliate shall act under such express standard. Each Limited Partner hereby agrees that any standard and shall not be subject to any other of care or different standards duty imposed by this Agreement, any Subsidiary Agreement, any other agreement contemplated hereby or under in the Delaware Act or any other applicable law, rule or regulation. In additionregulation shall be modified, waived or limited in each case as required to permit the Managing General Partner to act under this Agreement or any actions taken other agreement contemplated herein and to make any decision pursuant to the authority prescribed in this Section 7.11(c) so long as such action or decision is not undertaken with deliberate intent to cause injury to the Partnership and is reasonably believed by the Managing General Partner to be consistent with the standards of 50 "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 overall purposes 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 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary 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) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus MLP Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiarythe MLP, any Partner or any Assignee, on the other handother, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, Agreement of any Subsidiary the MLP Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is oris, or by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of any such conflict of interest to consider seek Special Approval of such resolution. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval (as long as the relative interests material facts known to the General Partner or any of its Affiliates regarding any party proposed transaction were disclosed to such conflictthe Conflicts Committee at the time it gave its approval), agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary on terms no less favorable to the Partnership than those generally being provided to or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.available from unrelated third parties
(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 Subsidiarythe 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 (iiiii) 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 Subsidiary 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 50 "reasonable discretion" set forth in the definitions definition 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, Partnership Group other than in the ordinary course of business. No borrowing by the Partnership or any Subsidiary 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 receive Incentive Distributionsexceed 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.and
(d) The Limited Partners Partner hereby authorize authorizes the General Partner, on behalf of the Partnership as a partner, member, shareholder partner or other equity interest holder member of any Subsidiarya Group Member, to approve of actions by any Subsidiary the general partner of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.97.9.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Williams Energy Partners L P)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement, the Operating Partnership Agreement or any Subsidiary Agreement other agreement contemplated herein or the Omnibus Agreementtherein, (i) whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiaryan Operating Partnership, any Limited Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of (ii) whenever this Agreement, of an Operating Partnership Agreement or any Subsidiary Agreement, of any other agreement contemplated herein or thereintherein provides that the General Partner shall act in a manner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovide terms which are, fair and and/or reasonable to the Partnership. The , an Operating Partnership, any Limited Partner or any Assignee, the General Partner shall be authorized in connection with its resolution of any resolve such conflict of interest to consider (i) interest, take such action or provide such terms considering, in each case, the relative interests of any each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices practices, and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement, an Operating Partnership Agreement or any other agreement contemplated herein or therein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other applicable law, rule or regulation.
(b) Whenever . Unless otherwise expressly provided in this Agreement, an Operating Partnership Agreement or any other agreement contemplated hereby provides that the General Partner herein 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 Partnershiptherein, any Subsidiaryprovision contained herein or therein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, any Limited Partner or any Assignee, 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 Subsidiary Agreement, any other agreement contemplated hereby or under the Delaware Act or any other applicable law, rule or regulation. In addition; and each Limited Partner and Assignee hereby waives such standard of care or duty and the Delaware Act and such applicable law, any actions taken by rule or regulation and agrees that the General Partner consistent with same shall be modified and/or waived to the standards of 50 "reasonable discretion" set forth in the definitions of Available Cash or Cash from Operations shall not constitute a breach of any duty of extent necessary to permit the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, act as described above and 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 give effect to the Partnership or the Limited Partners by reason foregoing provisions 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 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.96.11(a).
Appears in 1 contract
Samples: Limited Partnership Agreement (Centex Development Co Lp)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Investor Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner the Investor Partnership or any Assigneethe 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 the Limited Partners, and shall not constitute a breach of this Agreement, of any Subsidiary the Investor Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to involved in such conflictconflict or affected by such action, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted TNC and industry practices and any customary or historical dealings with a particular Personpractices; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.
(b) Whenever this Agreement or any other agreement contemplated hereby provides that the 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 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 Subsidiarythe Investor Partnership, any the Limited Partner Partners or any Assignee, holder of Units 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 Subsidiary the Investor 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 consistent with the standards of 50 "“reasonable discretion" ” set forth in the definitions definition 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 result in or increase incentive distributions to the General Partner pursuant to receive Incentive Distributionsthe Investor Partnership Agreement.
(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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Terra Nitrogen Co L P /De)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Investor Partnership Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner or any Assigneethe Investor Partnership, 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 Partnersthe Limited Partner, and shall not constitute a breach of this Agreement, of any Subsidiary the Investor Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; interests (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Particular Person; (iii) any applicable generally accepted accounting or engineering practices or principlesPrinciples; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, 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, any Subsidiarythe Investor Partnership, any the Limited Partner or any Assigneeholder of Units, 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 Subsidiary the Investor 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 consistent with the standards of 50 "reasonable discretion" set forth in the definitions definition 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 PartnersPartner. 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 Partner 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 Distributionsincentive distributions pursuant to the Investor Partnership Agreement.
(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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary 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) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Partnership Agreement, whenever a potential conflict of interest exists or arises between the any General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner or any Assigneeof their Affiliates, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Partnership Agreement, of any agreement contemplated herein or thereinherein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Partnership Agreement, is deemed to be, fair and reasonable to the Partnership. The General Partner Partners shall be authorized in connection with its resolution of any conflict of interest to consider consider: (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering other practices or principles; and (iv) such additional factors as the General Partner determines Partners determine in its their sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Partnership Agreement, however, is intended to nor shall it be construed to require the General Partner Partners to consider the interests of any Person other than the Partnership. In the absence of fraud, willful misconduct, gross negligence or bad faith by the a General Partner, the resolution, action or terms so made, taken or provided by the a General Partner with respect to such matter shall not constitute a breach of this Partnership Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.
(b) Whenever this Partnership Agreement or any other agreement contemplated hereby provides that a General Partner, a Majority in Interest of the General Partner Partners, or any of its their respective 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 Person 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 Subsidiary, any Limited Partner or any Assigneeother Person, or (ii) in "good faith" or under another express standard, the General Partner or such Affiliate Person shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, any Subsidiary 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 consistent with the standards of 50 "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 Partners 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 a General Partner shall be deemed to constitute a breach of any duty of the 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 enable the General Partner Partners to receive Incentive Distributionspayments as set forth herein.
(c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Partnership 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 recognize that each of the Partners, directly or through its respective affiliates, may be currently engaged in numerous businesses in the gas industry including, without limitation, buying, selling, marketing, and oil and gas and derivative products for profit. Each Partner agrees that each other Partner may continue such activities, may form new Affiliates to engage in such activities, and may expand the present scope of such activities, in each case irrespective of whether such activities might be deemed in competition with the business and activities of the Partnership, without in any manner being obligated to disclose such activities to the Partnership or the other Partners, or to permit the Partnership or the Partners to participate therein, and without any liability to the Partnership or the Partners for breach of any duty arising out of such other Partner's position as a partnerPartner in the Partnership.
(e) Notwithstanding anything else in this Agreement, member, shareholder or other equity interest holder of no Partner shall take any Subsidiary, to approve actions by any Subsidiary similar to those actions permitted to be taken by the General action as a Partner pursuant to this Section 6.9Agreement in any circumstance where such Partner or any of its Affiliates has any economic or other interest (other than as a Partner hereunder) in the outcome of such action, whether as a party to an agreement, party to a transaction or otherwise. In any case where the terms of this Agreement would require the vote or consent of such Partner in order to authorize the proposed action, no vote or consent of such Partner shall be required and the determination of whether the requisite proportion of the Partners has approved or otherwise consented to such action shall be determined by calculating the proportion of Partners authorized to vote, authorize or otherwise consent to such action (after taking into account the immediately preceding sentence and limited to Partners of an appropriate class if appropriate) that have voted, authorized or otherwise approved such action.
Appears in 1 contract
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in herein, whenever this Agreement or any Subsidiary Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between other agreement contemplated herein provides that the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action shall act in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any agreement contemplated herein or thereinmanner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovide terms which are, fair and reasonable to the Partnership. The Partnership or any Limited Partner, the General Partner shall be authorized determine such appropriate action or provide such terms considering, in connection with its resolution of any conflict of interest to consider (i) each case, the relative interests of any each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices practices, and any customary or historical dealings with a particular Person; (iii) any applicable United States generally accepted accounting or engineering practices or principles; and .
(ivb) such additional factors So long as the General Partner determines acts in its sole discretion to be relevant, 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 the General Partnergood faith, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulationherein.
(bc) Whenever in this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to take any action or to make a decision (i) in its "sole discretion" or "discretion," that it deems with "necessary or appropriatecomplete discretion" 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 desires, provided that the General Partner shall have no duty act in good faith. Whenever in this Agreement a General Partner is permitted or obligation required to give take any consideration action or to any interest of, or factors affecting, the Partnership, any Subsidiary, any Limited Partner or any Assignee, or (ii) make a decision in its "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 Subsidiary Agreement, Agreement or any other agreement contemplated herein. Each Limited Partner hereby agrees that any standard of care or under the Delaware Act duty imposed in this Agreement or any other law, rule or regulation. In addition, any actions taken by the General Partner consistent with the standards of 50 "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 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.agreement contemplated
Appears in 1 contract
Samples: Limited Partnership Agreement (Transwestern Holdings Lp)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or in the Omnibus Operating Partnership Agreement, (i) whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiarythe Operating Partnership, any Limited Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of (ii) whenever this Agreement, of the Operating Partnership Agreement or any Subsidiary Agreement, of any other agreement contemplated herein or thereinotherwise provides that the General Partner shall act in a manner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovide terms which are, fair and and/or reasonable to the Partnership. The , the Operating Partnership, any Limited Partner or Assignee, the General Partner shall be authorized in connection with its resolution of any resolve such conflict of interest to consider (i) interest, take such action or provide such terms considering, in each case, the relative interests of any each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement Agreement, the Operating Partnership Agreement, or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulationotherwise.
(b) Whenever in this Agreement or any other agreement contemplated hereby provides that the Operating Partnership Agreement 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 with "necessary or appropriatecomplete discretion" 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, of or factors affecting, affecting the Partnership, any Subsidiarythe Operating Partnership, any the Limited Partner Partners or any Assigneethe Assignees, or (ii) in its "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 Subsidiary Agreement, the Operating Partnership Agreement or any other agreement contemplated herein or therein. Each Limited Partner and Assignee hereby agrees that any standard of care or duty imposed in this Agreement, the Operating Partnership Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation. In additionregulation shall be modified, waived or limited in each case as required to permit the General Partner to act under this Agreement, the Operating Partnership Agreement or any actions taken other agreement contemplated herein and to make any decision pursuant to the authority prescribed in this Section 6.11(b) so long as such action or decision does not constitute gross negligence or willful or wanton misconduct and is not reasonable believed by the General Partner consistent to be inconsistent with the standards of 50 "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 overall purposes 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 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary 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 (FFP Real Estate Trust)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in herein, whenever this Agreement or any Subsidiary Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between other agreement contemplated herein provides that the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action shall act in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any agreement contemplated herein or thereinmanner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovide terms which are, fair and reasonable to the Partnership. The Partnership or any Limited Partner, the General Partner shall be authorized determine such appropriate action or provide such terms considering, in connection with its resolution of any conflict of interest to consider (i) each case, the relative interests of any each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices practices, and any customary or historical dealings with a particular Person; (iii) any applicable United States generally accepted accounting or engineering practices or principles; and .
(ivb) such additional factors So long as the General Partner determines acts in its sole discretion to be relevant, 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 the General Partnergood faith, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulationherein.
(bc) Whenever in this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to take any action or to make a decision (i) in its "sole discretion" or "discretion," that it deems with "necessary or appropriatecomplete discretion" 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 desires, provided that the General Partner shall have no duty act in good faith. Whenever in this Agreement a General Partner is permitted or obligation required to give take any consideration action or to any interest of, or factors affecting, the Partnership, any Subsidiary, any Limited Partner or any Assignee, or (ii) make a decision in its "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 Subsidiary Agreement, Agreement or any other agreement contemplated herein. Each Limited Partner hereby agrees that any standard of care or duty imposed in this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule shall be modified, waived or regulation. In addition, any actions taken by the General Partner consistent with the standards of 50 "reasonable discretion" set forth limited in the definitions of Available Cash or Cash from Operations shall not constitute a breach of any duty of each case as required to permit the General Partner to the Partnership act 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 make decisions under this Agreement to be "fair and reasonable" to or 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary similar to those actions permitted to be taken by the General Partner agreement contemplated herein pursuant to the authority prescribed in this Section 6.95.8(c).
Appears in 1 contract
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreementherein, (i) whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiary, any or Limited Partner or any Assignee, assignee on the other hand, or (ii) whenever this Agreement or any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any other agreement contemplated herein or thereinprovides that the General Partner shall act in a manner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovide terms which are, fair and reasonable to the Partnership. The , or any Limited Partner or assignee, the General Partner shall be authorized in connection with its resolution of any resolve such conflict of interest to consider interest, take such action or provide such terms, considering in each case (iA) the relative interests of any each party (including its own interests) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; interests, (iiB) any customary or accepted industry practices and any customary or historical dealings with a particular Person; , (iiiC) any applicable generally accepted accounting or engineering practices or principles; principles and (ivD) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the Any resolution, action or terms so made, taken or provided by the General Partner with in respect to of such matter conflict of interest shall not constitute a breach of this Agreement or Agreement, any other agreement contemplated herein or any duty stated or implied by law or equity (including fiduciary duties), so long as such action or decision is taken in a breach manner consistent with the provisions of any standard of care or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulation.this Article V.
(b) Whenever in 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 similar 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, of or factors affecting, affecting the Partnership, any Subsidiary, any the Limited Partner Partners or any Assigneethe assignees, or (ii) in "its “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 Subsidiary Agreement, Agreement or any other agreement contemplated herein or therein. Each Limited Partner or assignee hereby agrees that any standard or care or duty imposed in this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation. In additionregulation shall be modified, waived or limited in each case as required to permit the General Partner to act under this Agreement or any actions taken other agreement contemplated herein and to make any decision pursuant to the authority prescribed in this Section 5.8(b) so long as such action or decision does not constitute willful misconduct and is reasonably believed by the General Partner to be consistent with the standards of 50 "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 overall purposes 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 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary 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) Unless otherwise expressly provided in this Agreement or any Subsidiary Agreement or the Omnibus Agreementherein, (a) whenever a potential conflict of interest exists or arises between the any General Partner or any of its AffiliatesAffiliate thereof, on the one hand, and the Partnership, any Subsidiary, any Partner Partnership or any Assigneea Limited Partner, on the other hand, or (b) whenever this Agreement or any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary Agreement, of any other agreement contemplated herein or thereinprovides that such General Partner shall act in a manner which is, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to beprovides terms which are, fair and reasonable to the Partnership. The , the Managing General Partner shall be authorized in connection with its resolution of any resolve such conflict of interest to consider (i) interest, take such action, or provide such terms considering, in each case, the relative interests of any each party to such conflict, agreement, transaction transaction, or situation and situation, the benefits and burdens relating to such interest; (ii) interests, any customary or accepted industry practices practices, and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the Managing General Partner, the resolution, action action, or terms so made, taken taken, or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, rule or regulationtherein.
(b) Whenever in 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" ”, with “complete discretion” or under a grant of similar authority or latitude, the 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, affecting the Partnership, any Subsidiary, any Limited Partner Partnership or any Assigneeof the other Partners, or (ii) in "its “good faith" ” or under another express standard, the 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, any Subsidiary Agreement, or any other agreement contemplated hereby herein or therein. Any standard of care or duty imposed in this Agreement or under the Delaware Act or any other applicable law, rule or regulation. In additionregulation shall be modified, any actions taken by the General Partner consistent with the standards of 50 "reasonable discretion" set forth waived or limited in the definitions of Available Cash or Cash from Operations shall not constitute a breach of any duty of the each case as required to permit each 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 act under this Agreement and to be "fair and reasonable" to make 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, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary similar to those actions permitted to be taken by the General Partner decision pursuant to the authority presented in this Section 6.97.10(b).
Appears in 1 contract
Samples: Agreement of Limited Partnership (ARAMARK FHC Kansas, Inc.)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Operating Subsidiary Agreement or the Omnibus Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Operating Subsidiary, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Operating Subsidiary Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, 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, any Operating Subsidiary, any Limited Partner or any 48 Assignee, 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 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 General Partner consistent with the standards of 50 "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 Operating Subsidiary or of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or any Operating 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 Distributionsincentive 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 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, member, shareholder limited partner or other equity interest holder member of any Operating Subsidiary, to approve actions by any Subsidiary Operating General Partner similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Enbridge Energy Management L L C)
Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided in this Agreement or any Subsidiary the Operating Partnership Agreement or the Omnibus Distribution Support Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Subsidiarythe Operating Partnership, any Partner or any Assignee, on the other hand, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Subsidiary the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized in connection with its resolution of any conflict of interest to consider (i) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (ii) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, 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 the General Partner, the resolution, action or terms so made, taken or provided by 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 or duty imposed herein or therein or under the Delaware Act or any other law, 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, any Subsidiarythe Operating Partnership, any Limited Partner or any Assignee, 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 Subsidiary 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 consistent with the standards of 50 "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 During or after the Preference Period, the General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of any Subsidiary the Operating Partnership or of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or any Subsidiary 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 (i) avoid the obligation of the General Partner or any of its Affiliates to purchase APIs under the Distribution Support Agreement or (ii) enable the General Partner to receive Incentive Distributionsincentive 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 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, member, shareholder or other equity interest holder limited partner of any Subsidiarythe Operating Partnership, to approve actions by any Subsidiary 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 (Lakehead Pipe Line Partners L P)
