Duties of Representatives. Subject to the last sentence of this Section 5.1, each Representative and Alternate shall owe such duty of loyalty and due care to the Company as is required of a director of a Delaware corporation under applicable Delaware law, shall discharge his duties in good faith with the care an ordinary prudent person in like position would exercise under similar circumstances and in a manner he reasonably believes to be in the best interests of the Company, and in so acting shall enjoy each and every protection afforded to the directors of a Delaware corporation under applicable Delaware law, including without limitation those afforded by the business judgment rule and the presumptions afforded thereby and the limitation on personal liability to the maximum extent permitted by Section 102(b) of the Delaware General Corporation Law as if the provisions thereof were set forth in this Partnership Agreement, it being understood, however, that to the extent that any Representative or Alternate is acting, as such, to implement any of the rights of the Partner (or Affiliate of the Partner) which appointed him, which rights are provided under the express provisions of this Partnership Agreement or any other Transaction Document, then the foregoing standards of conduct shall not apply to such Representative or Alternate in so acting. The parties understand that the right of each party to designate Representatives or Alternates does not mean that the actions of such Representatives or Alternates, as such, constitute implementation of such designation right which would have the effect of making inapplicable the foregoing standards of conduct. In determining whether a Representative or Alternate has breached his duty of loyalty (a) the party making the claim shall have the burden of proof, (b) the standard of proof shall be the preponderance of the evidence, and (c) the standard of conduct shall be whether such person acted in a manner which he reasonably believed to be in the best interest of the Company, without any presumption being applied that such person’s conduct was or was not proper.
Duties of Representatives. (a) Each Representative shall perform his duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, each Representative shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (1) one or more agents or employees of the Company, or (2) counsel, accountants or other Persons as the matters that such Representative believes to be within such Person's professional or expert competence, provided such Representative has no knowledge concerning the matter in questions that would cause such reliance to be unwarranted. A Person who so performs his duties in accordance with this Section 15.5(a) shall have no liability by reason of being or having been a Representative of the Company.
Duties of Representatives. Each Representative, Alternate and Manager shall owe such duty of loyalty and due care to the Company as is required of a director of a Delaware corporation under applicable Delaware law, shall discharge his duties in good faith with the care an ordinary prudent person in like position would exercise under similar circumstances and in a manner he reasonably believes to be in the best interests of the Company, and in so acting shall enjoy each and every protection afforded to the directors of a Delaware corporation under applicable Delaware law, including without limitation those afforded by the business judgment rule and the presumptions afforded thereby and the limitation on personal liability to the maximum extent permitted by Section 102(b) of the Delaware General Corporation Law as if the provisions thereof were set forth in this Operating Agreement (and for all such purposes, each Representative, Alternate and Manager shall be treated as not "interested" for Delaware corporation law purposes).
Duties of Representatives. In performing the functions of the Relationship Committee under this Agreement, each Representative will: a at all times act reasonably; b do everything properly and reasonably within his or her control necessary to enable the Relationship Committee to perform its functions under this Agreement; c not appoint any person to be his or her alternate or delegate other than to another person one tier below in the management structure of the relevant party; and d act in good faith, which means: i being fair and reasonable; ii being honest in performing the work of the Relationship Committee; and iii doing all things reasonably expected to give effect to the spirit and intent of this Agreement.
