Elimination of Fiduciary Duties Sample Clauses

Elimination of Fiduciary Duties. To the fullest extent permitted by Chapter 605, Florida Statues, no Manager or Member has fiduciary duties with respect to the Company or any other Member, Assignee, or Manager under Florida Statutes Section 605.04091 or any other provision thereof other than the contractual obligation of good faith and fair dealing. To the extent that, under Chapter 605, Florida Statues, the law of agency, or common law or any other law or at equity, a Member, Assignee, Manager, or Officer of the Company has duties or obligations to the Company or to a Member, Assignee, Manager or other Person who is a party to this Agreement, that Member, Assignee, Manager or officer of the Company shall not be liable to the Company or to any such other Member, Assignee, Manager, or Person for its good faith reliance on this Agreement.
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Elimination of Fiduciary Duties. Any duties (including fiduciary duties) of a Covered Person to the Company or to any other Covered Person that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Delaware Act and any other applicable law, provided that (i) the foregoing shall not eliminate the obligation of each Covered Person to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing.
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Elimination of Fiduciary Duties. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, to the fullest extent permitted by applicable law, including pursuant to the authority of Sections 18-1101(b)-(e) of the Act, the Members hereby eliminate any and all fiduciary duties of each former, current or future Board member or other manager of the Company, any Member, any of their respective Affiliates or any former, current or future direct or indirect equity holders, controlling Persons, stockholders, directors, officers, employees, agents, Affiliates, members, financing sources, investors, managers, general or limited partners or assignees of any of the foregoing (each, a “Covered Person”) that are owed to the Company and the Members and hereby agree that (a) no Covered Person shall have any duty (fiduciary, contractual or otherwise, whether at law or in equity) to the Company (or any of its subsidiaries), any Member, any Person who acquires an interest in the Company or to any other Person bound by this Agreement and all such duties (fiduciary, contractual or otherwise, whether at law or in equity) are hereby eliminated, in each case, other than as required by applicable law or the specific covenants and agreements set forth in this Agreement or in any other agreement by which such Covered Person is expressly bound, (b) in the event of any conflict of interest between the Company, on the one hand, and any Covered Person, on the other hand, a Covered Person may act in its best interest, (c) no Covered Person shall be obligated to recommend or take any action in its capacity as a Member or otherwise, as the case may be, that prefers the interest of the Company over the interest of such Covered Person or its Affiliates, and (d) the Company, each Member and each other Person who acquires an interest in the Company and each other Person bound by this Agreement irrevocably, unconditionally and absolutely waives and agrees not to assert any claim or cause of action against each Covered Person that may from time to time arise in respect of a breach by any such Covered Person of any duty or obligation disclaimed under this Section 13.4; provided, however, that the foregoing shall not eliminate the implied covenant of good faith and fair dealing or any other standard expressly set forth in this Agreement. The elimination of duties (including fiduciary, contractual or otherwise, whether at law or in equity) set forth in this Section 13.4 is approved by...
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Elimination of Fiduciary Duties. 37 (a) To the fullest extent permitted by the LLC Act, no Member or Manager has fiduciary duties38 or liabilities relating thereto to the Company or any other Member, Assignee, or Manager under the LLC Act § 7-80-404 or any other provision thereof. Members and Managers do owe each other and the Company the contractual obligation39 of good faith and fair dealing.40 To the extent that, under the LLC Act, the law of agency, common law, or any other law or at equity,41 a Member, Assignee, Manager, or officer of the Company has duties or obligations to the Company or to a Member, Assignee, Manager, or other Person who is a party to this Agreement, that Member, Assignee, Manager, or officer of the Company shall not be liable to the Company or to any such other Member, Assignee, Manager, or Person for its good faith reliance on this Agreement.42 (b) Notwithstanding the waiver contained in Section 5.8(a) of this Agreement, the Manager may not compete with the business of the Company,43 is required to refrain from dealing with the Company in the conduct or winding up of the Company’s business as or on behalf of a party having an interest adverse to the Company,44 and is obligated to account to the Company and hold as trustee any property, profit, or benefit derived by the Manager in the conduct or winding up of the Company’s business or derived from the use by the Manager of property of the Company, including (without limitation) an appropriation of an opportunity of the Company.45
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Elimination of Fiduciary Duties. 23 (a) To the fullest extent permitted by the Colorado Act, no Member or Manager has fiduciary24 duties25 with respect to the Company or any other Member, Assignee, or Manager 23 An operating agreement is a contract, and as such incorporates an implied duty of good faith and fair dealing. See, e.g., RESTATEMENT (SECOND) OF CONTRACTS § 205 (“every contract imposes upon each party a duty of good faith and fair dealing in its performance and its enforcement.”). Under the Revised Uniform Limited Liability Company Act, § 110(c)(5), an operating agreement may not eliminate the obligation of good faith and fair dealing, set forth expressly in that Act in § 409(d), but the operating agreement may prescribe the standard by which the performance of the obligation of good faith and fair dealing will be measured. RULLC § 110(d)(5). Similarly, see C.R.S. § 7-80-108 and § 7-80-404. There is, however, significant distinction as to the meaning of “good faith.” For example, in Stone x. Xxxxxx, 000 X.0x 000, 000 (Xxx. 2006), the Delaware Supreme Court determined that good faith is a “subsidiary element” of the duty of loyalty. The scope of what constitutes good faith or the absence of bad faith is recognized as being murky at best. In the Disney decision the Delaware Chancery court acknowledged that it likely is impossible to articulate a broad enough definition to capture the “universe of acts that would constitute bad faith.” In Re The Xxxx Disney Company Derivative Litigation, 907 A.2d 693, 755. See also The Committee on Corporate Laws, Changes in the Revised Model Business Corporation Act --- Amendment Pertaining to the Liability of Directors, 45 BUS. LAW. 695, 697 (1990). The phrase “acts or omissions not in good faith” is “easily susceptible to widely differing interpretations, especially retroactively” and was determined to be too imprecise a standard or duty to be barred from being waived in a corporation’s certificate of incorporation. Instead, the breadth of what might constitute non-waivable bad faith has been narrowed under the Model Business Corporation Act to include acts or omissions (i) with respect to which the director derives a financial benefit to which he or she is not entitled or
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Related to Elimination of Fiduciary Duties

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Limitation of Responsibility Notwithstanding any other provisions ---------------------------- hereof, Committee Members shall be liable to the parties only for actions constituting bad faith, gross negligence or breach of an express provision of this Agreement (so long as such breach remains uncured after ten (10) days of receiving notice of the nature of such breach). In all other respects, Committee Members shall not be liable for negligence or mistakes of judgment.

  • Certain Duties and Responsibilities of Trustee (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs. (b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing or waiving of all such Events of Default with respect to that series that may have occurred: (A) the duties and obligations of the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; (iv) none of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it; (v) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers or duties hereunder; (vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; and (vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities hereunder.

  • Delegation of Responsibilities The Adviser may carry out any of its obligations under this Agreement by employing, subject to supervision by the Adviser, one or more Sub-Adviser(s) who are registered as investment advisers pursuant to the Investment Advisers Act of 1940 ("Sub-Advisers"). Each Sub-Adviser's employment will be evidenced by a separate written agreement approved by the Board and, if required under the 1940 Act, by the shareholders of the Fund (unless the Commission or its staff has given authorization or issued an interpretation dispensing with the requirement of shareholder approval). The Adviser shall not be liable hereunder for any act or omission of any Sub-Adviser, except for failure to exercise good faith in the employment of the Sub-Adviser and for failure to exercise appropriate supervision of such Sub-Adviser, and as may otherwise be agreed in writing. The Adviser shall be solely responsible for compensating any Sub-Adviser for services rendered under any Sub-Advisory Agreement. The Adviser may, from time to time and at any time, terminate any Sub-Adviser and reassume the responsibilities assigned to such Sub-Adviser with respect to any Fund without obtaining the approval of the shareholders of the Fund.

  • Allocation of Responsibilities The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

  • Allocation of Responsibility The City assumes no responsibility for the tax consequences of any VEBA contributions made by or on behalf of any member. Each union that elects to require VEBA contributions for the benefit of its members assumes sole responsibility for insuring that the VEBA complies with all applicable laws, including, without limitation, the Internal Revenue Code, and agrees to indemnify and hold the City harmless for any taxes, penalties and any other costs and expenses resulting from such contributions.

  • Limitation on Responsibilities of Agent Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

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