Common use of Relationship of Partners Clause in Contracts

Relationship of Partners. Each Partner agrees that, to the fullest extent permitted by the Act and except to the extent expressly stated in this Agreement: (a) No Partner shall have any fiduciary or other implied duty, responsibility or obligation to the Partnership or any other Partner except as otherwise expressly set forth herein. (b) Notwithstanding any provision of this Agreement to the contrary (other than Section 4.2(b)), whenever in this Agreement (x) the consent or approval or any other action of or by any Partner, or any Board Member, is required for the taking of any action by or on behalf of the Partnership or by any other Partner and (y) the terms of this Agreement do not explicitly require that such consent not unreasonably be withheld, such Partner (except the General Partner), or any such Board Member, (1) shall, in determining whether to grant such consent or approval or take such action, be entitled to consider any interests and factors it desires, including its own views, self-interest, objectives and concerns, (2) shall, to the fullest extent permitted by Law, have no duty or obligation to give any consideration to any interest of or factor affecting the Partnership, any Partner or any other Person and (3) may grant or withhold such consent or approval or take or fail to take such action, in each case, in its sole discretion. It is further acknowledged that the Partners may require certain internal approvals in connection with some or all of such matters. Additionally, except as specifically provided in this Agreement and to the extent allowed by the Act, notwithstanding anything to the contrary contained in the Act, no Partner (except the General Partner) or any Board Member shall have any other obligation or duty to the Partners or any duty either to grant or to withhold any such consent or approval or take or fail to take any such action, and no Partner shall have any claims (whether relating to the fact of such approval or consent being granted or withheld, or such action being or not being taken, or relating to the consequences thereof) by reason of any Partner or any Board Member having failed to consent to or approve any matter that it has the right to consent to or approve, or having taken or failed to take any action that it has the right to take (except for claims against the General Partner for breach of its obligations and duties under this Agreement).