Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.
Appears in 44 contracts
Samples: Recapitalization Agreement (Kimbell Royalty Partners, LP), Agreement, Partnership Agreement (Rattler Midstream Lp)
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner Managing Member or any other Indemnitee would have duties (including fiduciary duties) to the PartnershipCompany, to another PartnerMember, to any Person who acquires an interest in a Partnership Membership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the PartnershipCompany, each of the PartnersMembers, each other Person who acquires an interest in a Partnership Membership Interest and each other Person bound by this Agreement.
Appears in 11 contracts
Samples: Operating Agreement (EnLink Midstream, LLC), Limited Liability Company Agreement (Sunpower Corp), Limited Liability Company Agreement (First Solar, Inc.)
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties or standards expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties or standards expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Williams Companies Inc)
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.. In furtherance of this replacement of fiduciary duties, but not by way of limitation, the following provisions shall apply:
Appears in 3 contracts
Samples: www.lw.com, Black Stone Minerals, L.P., Black Stone Minerals, L.P.
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person person who acquires an interest in a Partnership Interest or to any other another Person that is a party to this Agreement or is otherwise bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the all Partners, each other Person who acquires an interest in a Partnership Interest and each other Person who is bound by this Agreement.
Appears in 3 contracts
Samples: Partnership Agreement (CVR Refining, LP), CVR Energy Inc, CVR Refining, LP
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner Managing Member or any other Indemnitee would have duties (including fiduciary duties) to the PartnershipCompany, to another PartnerMember, to any Person who acquires an interest in a Partnership Interest the Company or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the PartnershipCompany, each of the PartnersMembers, each other Person who acquires an interest in a Partnership Interest the Company and each other Person bound by this Agreement.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Viper Energy Partners LP), Limited Liability Company Agreement (Rattler Midstream Lp), Limited Liability Company Agreement (Rattler Midstream Lp)
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner Managing Member or any other Indemnitee would have duties (including fiduciary duties) to the PartnershipCompany, to another PartnerMember, to any Person who acquires an interest in a Partnership Interest Membership Interest, or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the PartnershipCompany, each of the PartnersMembers, each other Person who acquires an interest in a Partnership Membership Interest and each other Person bound by this Agreement.
Appears in 3 contracts
Samples: Operating Agreement (EnLink Midstream, LLC), Operating Agreement (EnLink Midstream Partners, LP), Operating Agreement (EnLink Midstream, LLC)
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.
Appears in 2 contracts
Samples: Western Refining Logistics, LP, Western Refining Logistics, LP
Replacement of Fiduciary Duties. Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.. WESTERN REFINING LOGISTICS, LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
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