Common use of Duties of Parties Clause in Contracts

Duties of Parties. 5.4.1 Members of the Management Committee shall devote such time to the business and affairs of the Company as is necessary to carry out the Management Committee's duties set forth in this Agreement. 5.4.2 Except as otherwise expressly provided in section 5.4.3, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without prejudice to the Members' respective rights (or the rights of their respective Affiliates) to maintain, expand or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member's Affiliates. 5.4.3 The only fiduciary duties any Member owes to the Company and the other Members are the duty of loyalty and the duty of care set forth in sections 5.4.3.1 and 5.4.3.2. 5.4.3.1 A Member's duty of loyalty to the Company and the other Members is limited to the following: 5.4.3.1.1 To account to the Company and hold as trustee for it any property, profit or benefit derived by the Member in the conduct or winding up of the Company's business or derived from a use by the Member of Company property, including the appropriation of a Company opportunity, without the consent of the other Members; 5.4.3.1.2 To refrain from dealing with the Company in the conduct or winding up of the Company business as or on behalf of a party having an interest adverse to the Company without the consent of the other Members; and 5.4.3.1.3 To refrain from competing with the Company in the conduct of the Company business before the dissolution of the Company and as otherwise set forth in this Agreement without the consent of the other Members. 5.4.3.2 A Member's duty of care to the Company and the other Members in the conduct and winding up of the Company business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

Duties of Parties. 5.4.1 5.4.1. The Members of the Management Committee shall only devote such time to the business and affairs of the Company as is necessary to carry out on the Management Committee's duties business of the Company set forth in this Agreement. 5.4.2 5.4.2. Except as otherwise expressly provided in section Section 5.4.3, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without prejudice to the Members' respective rights (or the rights of their respective Affiliates) to maintain, expand expand, or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member's Affiliates. 5.4.3 5.4.3. The only fiduciary duties any a Member owes to the Company and the other Members are the duty of loyalty and the duty of care set forth in sections 5.4.3.1 subdivisions (a) and 5.4.3.2.(b): 5.4.3.1 (a) A Member's duty of loyalty to the Company and the other Members is limited to the following: 5.4.3.1.1 (1) To account to the Company and hold as trustee for it any property, profit profit, or benefit derived by the Member in the conduct or winding up of the Company's business or derived from a use by the a Member of Company property, including the appropriation of a Company opportunity, without the consent of the other Members; 5.4.3.1.2 (2) To refrain from dealing with the Company in the conduct or winding up of the Company business as or on behalf of a party having an interest adverse to the Company without the prior, written consent of the all other Members; and 5.4.3.1.3 To refrain from competing with the Company in the conduct of the Company business before the dissolution of the Company and as otherwise set forth in this Agreement without the consent of the other Members. 5.4.3.2 (b) A Member's duty of care to the Company and the other Members in the conduct and winding up of the Company business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct misconduct, or a knowing violation of law.

Duties of Parties. 5.4.1 Members of the Management Committee shall devote such time to the business and affairs of the Company as is necessary to carry out the Management Committee's duties set forth in this Agreement. 5.4.2 Except as otherwise expressly provided in section 5.4.3, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without prejudice to the Members' respective rights (or the rights of their respective Affiliates) to maintain, expand or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member's Affiliates. 5.4.3 The only fiduciary duties any Member owes to the Company and the other Members are the duty of loyalty and the duty of care set forth in sections subdivisions 5.4.3.1 and 5.4.3.2. 5.4.3.1 A Member's duty of loyalty to the Company and the other Members is limited to the following: 5.4.3.1.1 To account to the Company and hold as trustee for it any property, profit or benefit derived by the Member in the conduct or winding up of the Company's business or derived from a use by the Member of Company property, including the appropriation of a Company opportunity, without the consent of the other Members; 5.4.3.1.2 To refrain from dealing with the Company in the conduct or winding up of the Company business as or on behalf of a party having an interest adverse to the Company without the consent of the other Members; and 5.4.3.1.3 To refrain from competing with the Company in the conduct of the Company business before the dissolution of the Company and as otherwise set forth in this Agreement without the consent of the other Members. 5.4.3.2 A Member's duty of care to the Company and the other Members in the conduct and winding up of the Company business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.