Duties of Board of Managers. Without limiting applicability of any other provision of this Agreement, including without limitation the other provisions of this Article 14, which shall control notwithstanding anything to the contrary in this Section 14.5, the following provisions shall be applicable to the Board of Managers and the members thereof in their capacity as members of the Board of Managers: (a) The Board of Managers and the Managers and the decisions of the Board of Managers shall have the benefit of the business judgment rule to the same extent as the Board of Managers, such members and such decisions would have the benefit of such rule if the Board of Managers were a board of directors of a Delaware corporation. (b) Except as set forth in Section 14.7.3, the Managers shall have the same duties of care and loyalty as such Persons would have if such Persons were directors of a Delaware corporation but in no event shall any Manager be liable for any action or inaction for which exculpation is provided under Section 14.2.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (U. S. Premium Beef, LLC), Limited Liability Company Agreement (Jefferies Financial Group Inc.), Purchase and Sale Agreement (Leucadia National Corp)
Duties of Board of Managers. Without limiting applicability of any other provision of this Agreement, including without limitation the other provisions of this Article 14, which shall control notwithstanding anything to the contrary in this Section 14.5, the following provisions shall be applicable to the Board of Managers and the members thereof in their capacity as members of the Board of ManagersBoard:
(a) The Board of Managers and the Managers members thereof and the decisions of the Board of Managers shall have the benefit of the business judgment rule to the same extent as the Board of ManagersBoard, such members and such decisions would have the benefit of such rule if the Board of Managers were a board of directors of a Delaware corporation.
(b) Except as set forth in Section 14.7.3, The members of the Managers Board shall have the same duties of care and loyalty as such Persons would have if such Persons were directors of a Delaware corporation but in no event shall any Manager member of the Board be liable for any action or inaction for which exculpation is provided under Section 14.2.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (Nb Finance Corp)
Duties of Board of Managers. Without limiting applicability of any other provision of this Agreement, including without limitation the other provisions of this Article 14, which shall control notwithstanding anything to the contrary in this Section 14.5, the following provisions shall be applicable to the Board of Managers and the members thereof in their capacity as members of the Board of ManagersBoard:
(a) The Board of Managers and the Managers members thereof and the decisions of the Board of Managers shall have the benefit of the business judgment rule to the same extent as the Board of ManagersBoard, such members and such decisions would have the benefit of such rule if the Board of Managers were a board of directors of a Delaware corporation.
(b) Except as set forth in Section 14.7.3, the Managers members of the Board shall have the same duties of care and loyalty as such Persons would have if such Persons were directors of a Delaware corporation but in no event shall any Manager member of the Board be liable for any action or inaction for which exculpation is provided under Section 14.2.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Leucadia National Corp), Membership Interest Purchase Agreement (National Beef Packing Co LLC)
Duties of Board of Managers. Without limiting applicability of any other provision of this Agreement, including without limitation the other provisions of this Article 1413, which shall control notwithstanding anything to the contrary in this Section 14.513.5, the following provisions shall be applicable to the Board of Managers and the members thereof in their capacity as members of the Board of Managers:
(a) The Board of Managers and the Managers members thereof and the decisions of the Board of Managers shall have the benefit of the business judgment rule to the same extent as the Board of Managers, such members and such decisions would have the benefit of such rule if the Board of Managers were a board of directors of a Delaware corporation.
(b) Except as set forth in Section 14.7.3, The members of the Board of Managers shall have the same duties of care and loyalty as such Persons would have if such Persons were directors of a Delaware corporation but in no event shall any Manager member of the Board of Managers be liable for any action or inaction for which exculpation is provided under Section 14.213.2.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)