Common use of Resolution of Conflicts of Interest Clause in Contracts

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between any Partner or Affiliate thereof, on the one hand, and the Partnership, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that any Partner shall act in a manner which is or provide terms which are, fair and reasonable to the Partnership, such Partner shall resolve such conflict of interest, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting principles. In the absence of bad faith by such Partner, the resolution, action or terms so made, taken or provided by such Partner or Affiliate shall not constitute a breach of this Agreement or any other agreement contemplated herein. (b) Whenever in this Agreement any Partner is permitted or required to make a decision (i) in its "sole discretion" or "discretion," with "complete discretion" or under a grant of similar authority or latitude, such Partner 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

Resolution of Conflicts of Interest. (a1) Unless otherwise expressly provided hereinin this Agreement, (i) whenever a potential conflict of interest exists or arises between any the General Partner or Affiliate thereofany of its Affiliates or Associates, on the one hand, and the Partnership, or any Limited Partner on the other hand, any resolution or (ii) whenever course of action in respect of such conflict of interest shall be permitted and deemed approved by all Limited Partners, and shall not constitute a breach of this Agreement Agreement, or of any other agreement contemplated herein provides that any Partner shall act in a manner which standard of care or duty stated or implied by law if the resolution or course of action is or provide terms which are, fair and reasonable to the Partnership, such . The General Partner shall resolve such be authorized in connection with its resolution of any conflict of interest, take such action or provide such terms considering, in each case, interest to consider: (i) the relative interests of each party to all parties involved in such conflict, agreement, transaction conflict or situation and the benefits and burdens relating to affected by such interests, action; (ii) any customary or accepted industry practices, ; and (iii) any applicable generally accepted accounting practices or principles. 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 such the General Partner, the resolutionresolutions, action actions or terms so made, taken or provided by the General Partner with respect to such Partner or Affiliate matter shall not constitute a breach of this Agreement or a breach of any other agreement contemplated hereinstandard of care or duty imposed herein or stated or implied under the Act, any law, rule or regulation. (b2) Whenever The General Partner on behalf of the Partnership may purchase securities of a Related Issuer or, during the security’s distribution, a security of a Connected Issuer of the Partnership, as applicable, provided the specified firm registrant involved in this Agreement any Partner is permitted the purchase of securities has first disclosed, in writing, to the Partnership, the nature and extent of the relationship and or required to make a decision (i) in its "sole discretion" or "discretion," with "complete discretion" or under a grant of similar authority or latitude, such Partner shall be entitled to consider only such interests connection between the specified firm registrant and factors as it desires and shall have no duty or obligation to give any consideration to any interest of or factors affecting thethe relevant issuer.