Common use of Duties and Liabilities of Covered Persons; Exculpation Clause in Contracts

Duties and Liabilities of Covered Persons; Exculpation. Without limiting Section 6.02, to the fullest extent permitted by applicable Law, and except as otherwise expressly provided herein, no Covered Person shall be liable to the Company or any other member of the Group or any Stockholder for any Claims and Expenses arising out of or incidental to any act or omission of such Covered Person on behalf of the Company or any other member of the Group or relating to the business or activities of the Company or any other member of the Group except to the extent that such conduct was not in good faith or involved knowing violation of applicable Law. A Covered Person shall be fully protected in relying in good faith upon the records of the Company or any other member of the Group and upon such information, opinions, reports or statements presented to the Company or any other member of the Group by any Person as to matters the Covered Person believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company or any other member of the Group, including information, opinions, reports or statements as to the value and amount of assets, liabilities, profits or losses or any other facts pertinent to the existence and amount of assets from which distributions to Stockholders might properly be paid.