Common use of Decisions/Authority of Management Advisor Clause in Contracts

Decisions/Authority of Management Advisor. Holdings and its subsidiaries shall make all decisions with regard to any matter upon which Manager has rendered its advice and consultation, and there shall be no liability to Manager or any Manager Related Party for any such advice accepted or rejected by Holdings or any of its subsidiaries pursuant to the provisions of this Agreement. For any services provided hereunder, or under any other arrangement arising out of this Agreement, Manager and the Manager Related Parties shall be acting solely as independent contractors and not as agents of Holdings or any of its subsidiaries and nothing in this Agreement shall be construed as creating a partnership, joint venture or similar relationship of any kind, or an employee/employer relationship, between the parties hereto (or any of their respective Related Persons). Manager shall have no authority to enter into any agreement or to make any representation, commitment or warranty binding upon Holdings or any of its subsidiaries or to obtain or incur any right, obligation or liability on behalf of Holdings or any of its subsidiaries. Manager shall have complete charge of any of its personnel who render advice and consultation to Holdings or any of its subsidiaries under this Agreement. Nothing in this Agreement shall be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of Manager or any Manager Related Party, including in any of their respective capacities as stockholders or directors of Holdings or any of its subsidiaries.

Decisions/Authority of Management Advisor. Holdings and its subsidiaries shall make all decisions with regard to any matter upon which Manager CPPIB has rendered its advice and consultation, and there shall be no liability to Manager CPPIB or any Manager CPPIB Related Party for any such advice accepted or rejected by Holdings or any of its subsidiaries pursuant to the provisions of this Agreement. For any services provided hereunder, or under any other arrangement arising out of this Agreement, Manager CPPIB and the Manager CPPIB Related Parties shall be acting solely as independent contractors and not as agents of Holdings or any of its subsidiaries and nothing in this Agreement shall be construed as creating a partnership, joint venture or similar relationship of any kind, or an employee/employer relationship, between the parties hereto (or any of their respective Related Persons). Manager CPPIB shall have no authority to enter into any agreement or to make any representation, commitment or warranty binding upon Holdings or any of its subsidiaries or to obtain or incur any right, obligation or liability on behalf of Holdings or any of its subsidiaries. Manager CPPIB shall have complete charge of any of its personnel who render advice and consultation to Holdings or any of its subsidiaries under this Agreement. Nothing in this Agreement shall be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of Manager CPPIB or any Manager CPPIB Related Party, including without limitation in any of their respective capacities as stockholders or directors of Holdings or any of its subsidiaries.

Decisions/Authority of Management Advisor. Holdings and its subsidiaries shall make all decisions with regard to any matter upon which Manager ACOF has rendered its advice and consultation, and there shall be no liability to Manager ACOF or any Manager ACOF Related Party for any such advice accepted or rejected by Holdings or any of its subsidiaries pursuant to the provisions of this Agreement. For any services provided hereunder, or under any other arrangement arising out of this Agreement, Manager ACOF and the Manager ACOF Related Parties shall be acting solely as independent contractors and not as agents of Holdings or any of its subsidiaries and nothing in this Agreement shall be construed as creating a partnership, joint venture or similar relationship of any kind, or an employee/employer relationship, between the parties hereto (or any of their respective Related Persons). Manager ACOF shall have no authority to enter into any agreement or to make any representation, commitment or warranty binding upon Holdings or any of its subsidiaries or to obtain or incur any right, obligation or liability on behalf of Holdings or any of its subsidiaries. Manager ACOF shall have complete charge of any of its personnel who render advice and consultation to Holdings or any of its subsidiaries under this Agreement. Nothing in this Agreement shall be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of Manager ACOF or any Manager ACOF Related Party, including without limitation in any of their respective capacities as stockholders or directors of Holdings or any of its subsidiaries.