Common use of Duties of Officers and Directors Clause in Contracts

Duties of Officers and Directors. (a) Except as otherwise expressly provided in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders by the Officers and Directors shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders by its officers and directors, respectively. (b) Each Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person’s professional or expert competence. (c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.

Duties of Officers and Directors. (a) Except as otherwise expressly provided in Section 7.5, 7.6, 7.7, 7.8 and 7.9 or elsewhere in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders Members by the Officers and Directors Directors, shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders DGCL by its officers and directors, respectively. (b) Each A Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person’s professional or expert competencecompetence and who has been selected with reasonable care by or on behalf of the Company. (c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.

Duties of Officers and Directors. (a) Except as otherwise expressly provided in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders by the Officers and Directors shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders by its officers and directors, respectively. (b) Each Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s 's Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person’s 's professional or expert competence. (c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.

Duties of Officers and Directors. (a) Except as otherwise expressly provided in Section 7.5, 7.6, 7.7, 7.8 and 7.9 or elsewhere in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders Members by the Officers and Directors Directors, shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders DGCL by its officers and directors, respectively. (b) Each A Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s 's Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person’s 's professional or expert competencecompetence and who has been selected with reasonable care by or on behalf of the Company. (c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.

Duties of Officers and Directors. (a) Except as otherwise expressly provided in Section 7.5, 7.6, 7.7, 7.8 and 7.9 or elsewhere in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders Members by the Officers and Directors Directors, shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders DGCL by its officers and directors, respectively. (b) Each A Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s 's Officers or employees, or committees of the Board of Directors, or by any other Person person as to matters the Director reasonably believes are within such other Person’s 's professional or expert competencecompetence and who has been selected with reasonable care by or on behalf of the Company. (c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized Officers officers of the Company.

Duties of Officers and Directors. (a) Except as otherwise expressly provided in Section 7.10(c), Section 9.1, Section 9.2 or Section 9.3 or elsewhere in this Agreement, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders Members by the Officers officers and Directors Directors, shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders DGCL by its officers and directors, respectively. (b) Each A Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s Officers 's officers or employees, or committees of the Board of DirectorsBoard, or by any other Person as to matters the Director reasonably believes are within such other Person’s 's professional or expert competencecompetence and who has been selected with reasonable care by or on behalf of the Company. (c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.

Duties of Officers and Directors. (a) Except as otherwise expressly provided in Sections 7.5, 7.6, 7.7, 7.8 and 7.9 or elsewhere in this AgreementAgreement or required by the Delaware Act, the duties (including fiduciary duties) and obligations owed to the Company and to the Shareholders Members by the Officers and Directors Directors, shall be the same as the respective duties and obligations owed to a business corporation organized under the Delaware General Corporation Law and its shareholders DGCL by its officers and directors, respectively. (b) Each A Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Company’s Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person’s professional or expert competence. (c) The Board of Directors shall have the right, in respect of any of its powers or obligations hereunder, to act through a duly appointed attorney or attorneys-in-fact or the duly authorized Officers of the Company.