Common use of Certain Decisions Clause in Contracts

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors 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 applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “good faith” or under another express standard, the General Partner, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors 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 applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “good faith” or under another express standard, the General Partner, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any the Limited PartnerPartners, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, is or provide terms which are, are fair and/or and are reasonable to the Partnership or any the Limited PartnerPartners, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, terms considering, in each case, the relative interest interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interestinterests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, and in the absence of bad faith by the General Partner, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors 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 applicable law, rule or regulation. Unless otherwise expressly provided in this Agreement, any provision contained herein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, the Act or any other applicable law, rule or regulation; and each Partner hereby waives such standard of care or duty under the Act and such applicable law, rule or regulation and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provisions of this Section 5.13. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors Partner is permitted or required to make a decision with (i) in its “sole discretion” or “discretion,” or under a grant of similar authority or latitude, the General 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 interests or factors affecting the Partnership or the Limited Partners or (ii) in “good faith” or under another express standard, the General Partner, any such Affiliate or the Board of Directors Partner shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation. Each Partner hereby consents and agrees that the General Partner may so act, waives any standard of care or duty imposed in this Agreement or under the Act or any other applicable law, rule or regulation, waives the rights and protection provided and afforded thereby, and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provision of this Section 5.13. (c) The Limited Partners hereby expressly agree that (i) the duty of loyalty owed by the General Partner under Section 4.04(b) of the Texas Revised Partnership Act shall not be violated by the types or categories of activities of, and standards applicable to, the General Partner or its Affiliates described in the foregoing provisions of this Section 5.13 and the other express provisions of this Agreement, (ii) the foregoing provisions of this Section 5.13 and the other express provisions of this Agreement shall determine the standards by which the performance of the obligation or duty of care owed by the General Partner and their Affiliates under Section 4.04(c) of the Texas Revised Partnership Act is to be measured and (iii) the activities, standards and provisions described or referred to in subsections (i) and (ii) of this sentence are not manifestly unreasonable.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General PartnerCompany, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership Company or any Limited PartnerMember, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner Company or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership Company or any Limited PartnerMember, the General Partner Company or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner Company or the Board of Directors 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 applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General PartnerCompany, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “good faith” or under another express standard, the General PartnerCompany, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any the Limited PartnerPartners, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, is or provide terms which are, are fair and/or and reasonable to the Partnership or any the Limited PartnerPartners, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, terms considering, in each case, the relative interest interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interestinterests, any customary or accepted industry practices, and any applicable generally accepted accounting or engineering practices or principles, and in the absence of bad faith by the General Partner, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors 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 applicable law, rule or regulation. Unless otherwise expressly provided in this Agreement, any provision contained herein shall control to the fullest extent possible if it is in conflict with such standard of care or duty, the Act or any other applicable law, rule or regulation; and each Partner hereby waives such standard of care or duty under the Act and such applicable law, rule or regulation and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provisions of this Section 5.9. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors Partner is permitted or required to make a decision with “(i) in its "sole discretion" or "discretion", or under a grant of similar authority or latitude, the General 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 interests or factors affecting the Partnership or the Limited Partners or (ii) in "good faith” " or under another express standard, the General Partner, any such Affiliate or the Board of Directors Partner shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation. Each Partner hereby consents and agrees that the General Partner may so act, waives any standard of care or duty imposed in this Agreement or under the Act or any other applicable law, rule or regulation, waives the rights and protection provided and afforded thereby, and agrees that the same shall be modified and/or waived to the extent necessary to permit the General Partner to act as described above and to give effect to the foregoing provision of this Section 5.9. (c) With respect to each transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, which is authorized by or consummated in accordance with Section 5.9(a) or (b), or with respect to any actions taken by the General Partner with respect to the Partnership, each Limited Partner hereby (i) consents and agrees to and ratifies each such transaction to the extent that the Act and the laws of any jurisdiction to which the Partnership or this Agreement is subject require the consent to or approval or ratification of such transaction and (ii) agrees that such consent, agreement and ratification shall be valid and effective despite the fact that it is necessarily being given in advance and without full disclosure of the facts and circumstances that will pertain to future transactions of such nature. (d) No transaction between the General Partner, on the one hand, and the Partnership or the Limited Partners, on the other hand, or any actions taken by the General Partner with respect to the Partnership, will be void or voidable solely for this reason and/or under the Act or any other applicable law, rule or regulation, and no person having an interest in any such transaction shall have any liability to the Partnership or any Partner solely by virtue of such relationship or conflict, if the material facts as to the relationship and transaction are disclosed or are known to the Limited Partners and the transaction is approved by a Majority Interest of the Limited Partners; provided, however, that this Section 5.9(d) shall not impose or imply any duty or obligation upon the General Partner to seek or obtain any such approval.

Certain Decisions. (a) Unless otherwise expressly provided in this Agreement or any other agreement contemplated herein, (i) whenever a conflict of interest exists or arises between the General Partner, any of its Affiliates or a member of the Board of Directors, on the one hand, and the Partnership or any Limited Partner, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the General Partner or the Board of Directors shall act in a manner which is, or provide terms which are, fair and/or reasonable to the Partnership or any Limited Partner, the General Partner or the Board of Directors, as the case may be, shall resolve such conflict of interest, take such action or provide such terms, considering, in each case, the relative interest of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles, the resolution, action or terms so made, taken or provided by the General Partner or the Board of Directors 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 applicable law, rule or regulation. (b) Whenever in this Agreement or any other agreement contemplated herein, the General Partner, any of its Affiliates or the Board of Directors is permitted or required to make a decision with “"good faith” " or under another express standard, the General Partner, any such Affiliate or the Board of Directors shall act under such express standard and shall not be subject Table of Contents to any other or different standards imposed by this Agreement or any other agreement contemplated herein or under the Delaware Act or any other applicable law, rule or regulation.