Common use of Duties; Investment Opportunities; Conflicts of Interest Clause in Contracts

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of fiduciary a duty as provided expressly set forth below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided expressly set forth below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of VestarVestar or the Majority Preferred Stockholders, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager Representative shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided below by such ManagerRepresentative; but a Manager Representative shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided below) by such ManagerRepresentative. The Board of Managers Management Committee and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers Management Committee (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers Management Committee (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the MembersRepresentatives, in their capacities as Managers and Members, as applicableRepresentatives, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers Representatives shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager Representative at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager Representative shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers Management Committee or any particular ManagerRepresentative, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the MembersManagers, in their capacities as Managers and Members, as applicableManagers, shall, to the maximum extent permitted by law, including Section 18-1101(c1101 (c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestar, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of fiduciary a duty as provided expressly set forth below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided expressly set forth below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of VestarVestar or the Majority Preferred Holders, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members.

Duties; Investment Opportunities; Conflicts of Interest. (i) A Manager shall be personally liable to the Company and the other Members for any loss incurred by such Person for acts or omissions in the management of the Company only in the case of gross negligence, willful misconduct, bad faith or breach of fiduciary a duty as provided expressly set forth below by such Manager; but a Manager shall not be personally liable to the Company or any Member for any other acts or omissions, including the negligence, strict liability or other fault or responsibility (short of gross negligence, willful misconduct, bad faith or breach of fiduciary duty as provided expressly set forth below) by such Manager. The Board of Managers and any member or committee thereof may consult with counsel and accountants in respect of Company affairs and, provided the Board of Managers (or such member or committee, as the case may be) acts in good faith reliance upon the advice or opinion of such counsel or accountants, the Board of Managers (or such member or committee, as the case may be) shall not be liable for any loss suffered by the Members or the Company in reliance thereon. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, the parties hereby agree that the Managers and the Members, in their capacities as Managers and Members, as applicable, shall, to the maximum extent permitted by law, including Section 18-1101(c) of the Act, owe no fiduciary duties to the Company, the Members or any other Person bound by this Agreement; provided, however, that the Managers shall act in accordance with the implied contractual covenant of good faith and fair dealing. Any amendment or modification of the provisions of this Section 6.2(b) shall not adversely affect any rights or protections of a Manager at the time of such amendment or modification. Except as stated in the preceding sentence and the other duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties in the management of the Company. And, for the avoidance of doubt, in the event that there is a Company Sale and the Board of Managers or any particular Manager, in such capacity, takes any action to implement, undertake or facilitate such Company Sale at the request of Vestarthe Majority Preferred Stockholders, then such action shall not be subject to the standards set forth in this Section 6.2(b), but instead shall be considered actions taken to implement the contractual agreements of the parties to this Agreement and not in a fiduciary capacity to the Members.