Common use of Duty of Care and Loyalty Clause in Contracts

Duty of Care and Loyalty. Without limiting the applicability of Section 5.1(d) or any other provision of this Agreement, the following provisions will be applicable to the Board and to the Directors in their capacity as Directors: (1) the Board and the Directors and the decisions of the Board will have the benefit of the business judgment rule to the same extent as the Board, the Directors and the decisions would have the benefit of the rule if the Board were a board of directors of a Delaware corporation; and (2) the Board and the Directors will have the same duties of care and loyalty as they would have if they were a board of directors and directors of a Delaware corporation but in no event will any member of the Board be liable for any action or inaction for which this Agreement expressly waives liability for the Director.

Duty of Care and Loyalty. Without limiting the applicability of Section 5.1(d) or any other provision of this Agreement, the following provisions will be applicable to the Board and to the Directors Managers in their capacity as DirectorsManagers: (1) the Board and the Directors Managers and the decisions of the Board will have the benefit of the business judgment rule to the same extent as the Board, the Directors Managers and the decisions would have the benefit of the rule if the Board were a board of directors of a Delaware corporationcorporation and the Managers were directors; and (2) the Board and the Directors Managers will have the same duties of care and loyalty as they would have if they were a board of directors and directors of a Delaware corporation corporation, but in no event will any member of the Board be liable for any action or inaction for which this Agreement expressly waives liability for the DirectorManager.