Common use of Other Potential Conflicts of Interest Clause in Contracts

Other Potential Conflicts of Interest. (i) While the General Partner and the Investment Manager intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, in the Company or otherwise, may conflict with the interests of any Other Accounts, the General Partner, the Investment Manager or their respective Affiliates or any officer, director or employee of the foregoing. Each Limited Partner agrees that the activities of any Other Accounts, the General Partner, the Investment Manager or their respective Affiliates or any officer, director or employee of the foregoing expressly authorized or contemplated by this Section 6.7 or in any other provision of this Agreement may be engaged in by such Other Accounts, the General Partner, the Investment Manager or any such Affiliate or any such officer, director or employee, as the case may be, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any duty (including any fiduciary duty or duty of good faith) that might be owed by any such Person to the Partnership or to any Partner. (ii) On any matter involving a conflict of interest not provided for in this Section 6.7 or elsewhere in this Agreement, each of the General Partner and the Investment Manager will be guided by its good faith judgment as to the best interests overall of the Partnership and other affected investment advisory clients of the Investment Manager and its Affiliates and shall take such actions as are determined by the General Partner or the Investment Manager, as the case may be, to be necessary or appropriate to eliminate or ameliorate such conflicts of interest. If the General Partner or the Investment Manager consults with the Limited Partners with respect to a matter giving rise to a conflict of interest, and if a Majority in Interest of the Limited Partners waives such conflict of interest or the General Partner or the Investment Manager acts in a manner, or pursuant to standards or procedures, approved by a Majority in Interest of the Limited Partners with respect to such conflict of interest, then none of the Other Accounts, the General Partner, the Investment Manager or their respective Affiliates or any officer, director or employee of the foregoing shall (i) be deemed to be in breach of this Agreement or any duty (including any fiduciary duty) that might be owed by any such Person to the Partnership or to any Partner or (ii) have any liability to the Partnership or any Partner for actions in respect of such matter taken in good faith by them, including actions in the pursuit of their own interests; provided that in the course of such consultation the General Partner or the Investment Manager, as applicable, did not engage in Disabling Conduct.

Other Potential Conflicts of Interest. (i) While the General Partner and the Investment Manager intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the PartnershipFund, in the Company a Portfolio Investment, or otherwise, may conflict with the interests of any Other AccountsRelated Investment Fund, any Realterm Predecessor Fund, any Successor Fund, any Excluded Investment, the General Partner, the Investment Manager Manager, a Key Principal or their respective Affiliates or any officer, director or employee of the foregoingAffiliates. Each Limited Partner agrees that the activities of any Other AccountsRelated Investment Fund, any Realterm Predecessor Fund, any Successor Fund, any Excluded Investment, the General Partner, the Investment Manager or Manager, each Key Principal and their respective Affiliates or any officer, director or employee of the foregoing expressly authorized or contemplated by this Section 6.7 2.3 or in any other provision of this Agreement may be engaged in by such Other AccountsRelated Investment Fund, such Realterm Predecessor Fund, such Successor Fund, such Excluded Investment, the General Partner, the Investment Manager Manager, any Key Principal or any such Affiliate or any such officer, director or employeeAffiliate, as the case may be, and will not, in any case or in the aggregate, be deemed a breach of this Agreement or any other agreement contemplated herein or of any duty (including any fiduciary duty or duty of good faith) that might be owed by any such Person to the Partnership Fund or to any PartnerPartner at law or otherwise. (ii) On any matter involving a conflict of interest not provided for in this Section 6.7 2.3 or elsewhere in this Agreement, (A) each of the General Partner and the Investment Manager will be guided by its good faith judgment as to the best Fund’s interests overall of the Partnership and other affected investment advisory clients of the Investment Manager and its Affiliates and shall take such actions as are determined by the General Partner or the Investment Manager, as the case may be, to be necessary or appropriate to eliminate or ameliorate such conflicts of interest, and (B) the General Partner or the Manager shall consult with the Advisory Committee with respect to any matter as to which the General Partner determines in good faith that a material conflict of interest exists; provided that the foregoing shall not apply to any such agreement or transaction that is expressly permitted pursuant to, or expressly contemplated by, the terms of this Agreement. If the General Partner or the Investment Manager consults with the Limited Partners Advisory Committee with respect to a matter giving rise to a conflict of interest, the General Partner shall disclose all material facts (as reasonably determined in good faith by the General Partner but in any event including the identity of any applicable bidder and the material terms of the corresponding bid (it being understood that in connection with any Platform Transaction, the General Partner or the Manager shall request that any such bidder submit separate allocations of value with respect to the applicable platform and such material terms shall include such allocations to the extent submitted by such bidder)) relating to such conflict of interest to the Advisory Committee and provide the Advisory Committee with 10 days following such disclosure to request additional facts and circumstances surrounding such conflict of interest, and if a Majority in Interest of the Limited Partners Advisory Committee thereafter either waives such conflict of interest or the General Partner or the Investment Manager acts in a manner, or pursuant to standards or procedures, approved by a Majority in Interest of the Limited Partners Advisory Committee with respect to such conflict of interest, then none of the Other AccountsRelated Investment Funds, the Realterm Predecessor Funds, the Successor Funds, the Excluded Investments, the General Partner, the Investment Manager Manager, the Key Principals or any of their respective Affiliates shall have any liability to the Fund or any officerPartner for such actions in respect of such matter, director or employee of the foregoing and such actions shall (i) be deemed to be in not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty (including any fiduciary duty) that might be owed or obligation of such Person at law or otherwise. In the absence of an expressed waiver by the Advisory Committee of any such Person to conflict of interest described in the Partnership or to any foregoing sentence, the General Partner or (ii) have any liability to the Partnership or any Partner for actions in respect of shall not consummate such matter taken in good faith by them, including actions in the pursuit giving rise to a conflict of their own interests; provided that in the course of such consultation interest unless the General Partner or the Investment ManagerManager has provided proposed standards and procedures to the Advisory Committee and allowed for a specified reasonable time period for a response (which shall not be less than 10 Business Days from the date the General Partner or the Manager delivers such standards or procedures to the Advisory Committee); provided, that, in addition to the foregoing, in connection with any material conflict of interest relating to a Platform Transaction, unless otherwise waived by the Advisory Committee, the General Partner shall cause the Fund to obtain (at the Fund’s expense) a fairness opinion from an Opinion Provider as applicableto the consideration being paid by or to the Fund (and shall address the relative value allocations with respect to the applicable platform) and such Opinion Provider’s determination shall be binding on the Fund and the General Partner (it being understood that in the event that the Opinion Provider determines that such consideration is not fair to the Fund, did the General Partner shall not consummate such Platform Transaction on behalf of the Fund). Failure by the Advisory Committee to engage in Disabling Conductdiscussions in good faith with respect to such conflict of interest or such standards or procedures or to otherwise respond within such specified time period shall constitute a waiver of such conflict of interest.

Other Potential Conflicts of Interest. (i) While the General Partner and the Investment Manager intend to avoid situations involving conflicts of interest, each Limited Partner acknowledges that there may be situations in which the interests of the Partnership, in the Company or otherwise, may conflict with the interests of any Other Accounts, the General Partner, the Investment Manager or their respective Affiliates or any officer, director or employee of the foregoing. Each Limited Partner agrees that the activities of any Other Accounts, the General Partner, the Investment Manager or their respective Affiliates or any officer, director or employee of the foregoing expressly authorized or contemplated by this Section 6.7 or in any other provision of this Agreement may be engaged in by such Other Accounts, the General Partner, the Investment Manager or any such Affiliate or any such officer, director or employee, as the case may be, and will notthe mere engagement in such activities, in any case or in the aggregateabsence of wrongdoing, will not be deemed a breach of this Agreement or any duty (including any fiduciary duty or duty of good faith) that might be owed by any such Person to the Partnership or to any Partner. (ii) On any matter involving a conflict of interest not provided for in this Section 6.7 or elsewhere in this Agreement, each of the General Partner and the Investment Manager will be guided by its good faith judgment as to the best interests overall of the Partnership and other affected investment advisory clients of the Investment Manager and its Affiliates and shall take such actions as are determined by the General Partner or the Investment Manager, as the case may be, to be necessary or appropriate to eliminate or ameliorate such conflicts of interest. If the General Partner or the Investment Manager consults with the Limited Partners with respect to a matter giving rise to a conflict of interest, and if a Majority in Interest of the Nonaffiliated Limited Partners or the LP Committee waives such conflict of interest or the General Partner or the Investment Manager acts in a manner, or pursuant to standards or procedures, approved by a Majority in Interest of the Nonaffiliated Limited Partners or the LP Committee with respect to such conflict of interest, then none of the Other Accounts, the General Partner, the Investment Manager or their respective Affiliates or any officer, director or employee of the foregoing shall (i) be deemed to be in breach of this Agreement or any duty (including any fiduciary duty) that might be owed by any such Person to the Partnership or to any Partner or (ii) have any liability to the Partnership or any Partner for actions in respect of such matter taken in good faith by them, including actions in the pursuit of their own interests; provided that in the course of such consultation the General Partner or the Investment Manager, as applicable, did not engage in Disabling Conduct.