Common use of Duties of Directors Clause in Contracts

Duties of Directors. Except as provided in this Agreement or otherwise required by the Act, each director of the Company shall have the same fiduciary duties to the Company and the Members as a director of a corporation incorporated under the DGCL has to such corporation and its stockholders, as if such directors of the Company were directors of a corporation incorporated under the DGCL. Except as provided in this Agreement, the parties intend that the fiduciary duties of the directors of the Company shall be interpreted consistently with the jurisprudence regarding such fiduciary duties of directors of a corporation under the DGCL. It shall be expressly understood that, to the fullest extent permitted by law, no director of the Company has any duties (fiduciary or otherwise) with respect to any action or inaction of the Manager, and that, to the fullest extent permitted by law, any actions or inactions of the directors of the Company that cause the Company to act in compliance or in accordance with the Management Services Agreement shall be deemed consistent and compliant with the fiduciary duties of such directors and shall not constitute a breach of any duty hereunder or existing in law, in equity or otherwise.

Appears in 8 contracts

Samples: Operating Agreement (Compass Group Diversified Holdings LLC), Operating Agreement (1847 Holdings LLC), Operating Agreement (Compass Group Diversified Holdings LLC)

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Duties of Directors. Except as provided in this Agreement or otherwise required by the Act, each director Director of the Company shall have the same fiduciary duties to the Company and the Members as a director of a corporation incorporated under the DGCL has to such corporation and its stockholders, as if such directors Directors of the Company were directors of a corporation incorporated under the DGCL. Except as provided in this Agreement, the parties intend that the fiduciary duties of the directors Directors of the Company shall be interpreted consistently with the jurisprudence regarding such fiduciary duties of directors Directors of a corporation under the DGCL. It shall be expressly understood that, to the fullest extent permitted by law, no director Director of the Company has any duties (fiduciary or otherwise) with respect to any action or inaction of the Manager, and that, to the fullest extent permitted by law, any actions or inactions of the directors Directors of the Company that cause the Company to act in compliance or in accordance with the Management Services Agreement shall be deemed consistent and compliant with the fiduciary duties of such directors Directors and shall not constitute a breach of any duty hereunder or existing in law, in equity or otherwise.

Appears in 2 contracts

Samples: Operating Agreement (KKR Financial Holdings LLC), Operating Agreement (KKR Financial Holdings LLC)

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Duties of Directors. Except as provided in this Agreement or otherwise required by the Act, each director Director of the Company shall have the same fiduciary duties to the Company and the Members as a director of a corporation incorporated under the DGCL has to such corporation and its stockholders, as if such directors Directors of the Company were directors of a corporation incorporated under the DGCL. Except as provided in this Agreement, the parties intend that the fiduciary duties of the directors Directors of the Company shall be interpreted consistently with the jurisprudence regarding such fiduciary duties of directors Directors of a corporation under the DGCL. It shall be expressly understood that, to the fullest extent permitted by law, no director Director of the Company has any duties (fiduciary or otherwise) with respect to any action or inaction of the Manager, provided, however, that the Directors do owe fiduciary duties to the Members and that, the Company with respect to the oversight of the Manager and the Manager’s compliance with its duties and obligations pursuant to the terms of the Management Agreement. To the fullest extent permitted by law, any actions or inactions of the directors Directors of the Company that cause the Company to act in compliance or in accordance with the Management Services Agreement shall be deemed consistent and compliant with the fiduciary duties of such directors Directors and shall not constitute a breach of any duty hereunder or existing in law, in equity or otherwise.

Appears in 1 contract

Samples: Operating Agreement (Ellington Financial LLC)

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