LXP. None of LXP, the Asset Manager, any officer, director or employee of LXP or the Asset Manager or any Affiliate of LXP shall be liable, responsible or accountable in damages or otherwise to the Company or any other Member for any act or omission on behalf of the Company, in good faith and within the scope of the authority conferred on LXP as Manager under this Agreement or otherwise under this Agreement or the Asset Manager, as the case may be, or by law unless such act or failure to act (a) is or results in a breach of any representation, warranty or covenant of LXP contained in this Agreement, which breach had or has a material adverse effect on the Company or the Fund and, if capable of cure, is not cured within fifteen (15) days after notice thereof is delivered to LXP by the Fund, (b) was fraudulent or committed in bad faith or (c) constituted gross negligence or willful misconduct.
LXP. No LXP Affiliated Party nor any officer, director, trustee or employee of any LXP Affiliated Party shall be liable, responsible or accountable in damages or otherwise to the Company or any other Member for any act or omission on behalf of the Company, in good faith and within the scope of the authority conferred on LXP as Manager under this Agreement or otherwise under this Agreement or the Asset Manager, as the case may be, or by law unless such act or failure to act (i) is or results in a breach of any representation, warranty or covenant of LXP contained in this Agreement, which breach had or has a material adverse effect on the Company or the Fund and, if capable of cure, is not cured within fifteen (15) days after notice thereof is delivered to LXP by the Fund, (ii) was fraudulent or committed in bad faith or (iii) constituted gross negligence or willful misconduct.
LXP. Each LXP Affiliated Party may each engage in or possess any interest in other business ventures of any kind, independently or with others, including but not limited to the ownership, operation and management of net-leased real property, except as provided in this Section 3.9(a). LXP shall make available for purchase by the Partnership, and the Partnership shall have the right to purchase pursuant to Section 3.6 hereof, all properties which satisfy or comply with all of the "Required Parameters" comprising the Acquisition Parameters. Any LXP Affiliated Party may acquire (v) the properties it is required to offer to the Partnership in accordance with this Section 3.9(a) only (1) if the seller will accept only O.P. Units in exchange therefor or (2) after the Fund GP or the Advisor has disapproved such acquisitions as provided in Section 3.6 hereof and (w) properties that it is not required to offer to the Partnership under this Section 3.9(a). Notwithstanding anything to the contrary contained in this Section 3.9(a), the Partnership shall have no right to purchase pursuant to Section 3.6 hereof or this Section 3.9(a), any Acquiport Property (even if it otherwise meets the Acquisition Parameters) unless the Acquiport Entities determine not to acquire such property in accordance with the Acquiport Operating Agreements.
LXP. No LXP Affiliated Party nor any officer, director, trustee or employee of any LXP Affiliated Party shall be liable, responsible or accountable in damages or otherwise to the Partnership or any other Partner for any act or omission on behalf of the Partnership, in good faith and within the scope of the authority conferred on LXP GP as Managing General Partner under this Agreement or otherwise under this Agreement or the Asset Manager, as the case may be, or by law unless such act or failure to act (i) is or results in a breach of any representation, warranty or covenant of any LXP Partner contained in this Agreement, which breach had or has a material adverse effect on the Partnership or the Fund Partners and, if capable of cure, is not cured within fifteen (15) days after notice thereof is delivered to LXP GP by the Fund, (ii) was fraudulent or committed in bad faith or (iii) constituted gross negligence or willful misconduct.
