Common use of Duties of Directors Clause in Contracts

Duties of Directors. (a) Notwithstanding anything in this Agreement or in the Act to the contrary, a person, in performing his duties and obligations as a Director under this Agreement, shall be entitled to act or omit to act at the direction of the Member(s) that designated such person to serve on the Board of Directors, considering only such factors, including the separate interests of the designating Member(s), as such Director or Member(s) choose to consider, and any action of a Director or failure to act, taken or omitted in good faith reliance on the foregoing provisions shall not, as between the Company and the other Member(s), on the one hand, and the Director or Member(s) designating such Director, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent such exists under the Act or any other applicable law, rule or regulation) on the part of such Director or Member(s) to the Company or any other Director or Member of the Company. (b) The Members (and the Members on behalf of the Company) hereby: (i) agree that (A) the terms of this Section 4.11, to the extent that they modify or limit a duty or other obligation, if any, that a Director may have to the Company or any another Member under the Act or other applicable law, rule or regulation, are reasonable in form, scope and content; and (B) the terms of this Section 4.11 shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Director may have to the Company or another Member, under the Act or any other applicable law, rule or regulation; and (ii) waive any duty or other obligation, if any, that a Member may have to the Company or another Member, pursuant to the Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section 4.11. (c) The Members, including Management Members, on behalf of the Company, acknowledge, affirm and agree that (i) the Investor Members would not be willing to make an investment in the Company, and no person designated by any of the Investor Members to serve on the Board of Directors would be willing to so serve, in the absence of this Section 4.11, and (ii) they have reviewed and understand the provisions of §§18-1101(b) and (c) of the Act.

Duties of Directors. (a) Notwithstanding anything in this Agreement or in the Act to the contrary, a personPerson, in performing his such Person’s duties and obligations as a Director under this Agreement, shall be entitled to act or omit to act at the direction of the Member(s) that designated such person to serve on the Board of Directors, considering only such factors, including the separate interests of the designating Member(s), as such Director or Member(s) choose to consider, and any action of a Director or failure to act, taken or omitted in good faith reliance on the foregoing provisions shall not, as between the Company and the other Member(s), on the one hand, and the Director or Member(s) designating such Director, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent such exists under the Act or any other applicable law, rule or regulation) on the part of such Director or Member(s) to the Company or any other Director or Member of the CompanyMember. (b) The Members (Each of the Member and the Members on behalf of the Company) Company hereby: (i) agree agrees that (A) the terms of this Section 4.116.7, to the extent that they modify or limit a duty or other obligation, if any, that a Director may have to the Company or any another Member under the Act or other applicable law, rule or regulation, are reasonable in form, scope and content; , and (B) the terms of this Section 4.11 6.7 shall control to the fullest extent possible if it is they are in conflict with a duty, if any, that a Director may have to the Company under any other provision of this Agreement, or another Member, under the Act or any other applicable law, rule or regulation; and (ii) waive waives any duty or other obligation, if any, that a the Member may have to the Company or another Member, pursuant to the Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section 4.116.7. (c) The Members, including Management Members, on behalf Each of the CompanyMember and the Company acknowledges, acknowledge, affirm affirms and agree agrees that (i) the Investor Members Member would not be willing to make an investment in be a member of the Company, and no person designated by any of the Investor Members Member to serve on the Board of Directors would be willing to so serve, in the absence of this Section 4.116.7, and (ii) they have it has reviewed and understand understands the provisions of §§Sections 18-1101(b) and (c) of the Act.

Duties of Directors. (a) Notwithstanding anything in this Agreement or in the Act to the contrary, a personA Director, in performing his duties and obligations as a Director under this AgreementDirector, shall be entitled to act or omit to act at independently and have the direction same duty of care and duty of loyalty as a director serving on the board of directors of a Delaware corporation; provided, notwithstanding the foregoing, (i) because of the Member(s) that designated such person protections afforded Stratfor and the Xxxxxx Member, in their capacities as Members, with respect to serve on the Board of Special Consent Items, the Directors, considering only Stratfor and the Xxxxxx Member shall not have any duty whatsoever in approving or not approving any such factors, including the separate interests of the designating Member(s), as item (and each may act on its own self interest in making such Director or Member(sdecision) choose to consider, and any action of (ii) a Director or failure to act, taken or omitted shall not be in good faith reliance on the foregoing provisions shall not, as between the Company and the other Member(s), on the one hand, and the Director or Member(s) designating such Director, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, in ensuring that the Company honors its obligations with respect to the extent such exists under the Act or any other applicable law, rule or regulation) on the part of Special Consent Items even if such Director or Member(s) to disagrees with the Company or any other Director or Member of the Company. (b) The Members (and manner in which the Members vote on behalf of the Company) hereby:such item. (i) agree Each Member hereby agrees that (A) the terms of this Section 4.117.6, to the the-extent that they modify or limit a duty or other obligation, if any, that a Director may have to the Company or any another other Member under the Act or other applicable law, rule or regulation, are reasonable in form, scope and content; and (B) the terms of this Section 4.11 7.6 shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Director may have to the Company or another Member, under the Act or any other applicable law, rule or regulation; and (ii) waive waives to the fullest extent permitted by the Act, any duty or other obligation, if any, that a Member may have to the Company or another Member, pursuant to the Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section 4.117.6. (cb) The Members, including Management Members, on behalf of the Company, Members acknowledge, affirm and agree that (i) the Investor Members would not be willing to make an any investment in the Company, and no person designated by any of the Investor Members to serve on the Board of Directors would be willing to so serve, in the absence of this Section 4.11, 7.6 and (ii) they have reviewed and understand the provisions of §§18-1101(b) and (c) of the Act.