Common use of Exculpation of Covered Persons Clause in Contracts

Exculpation of Covered Persons. No Member, any Affiliate of a Member, any officer, director, stockholder, partner, employee, representative or agent of the Members and their Affiliates, nor any Officer (each a “Covered Person”), shall be liable to the Company or any other Person bound by this Agreement for any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of the authority conferred on such Covered Person by the Company, provided that, the foregoing shall not apply with respect to any act or omission by a Covered Person (i) that constitutes fraud or willful misconduct or (ii) where such Covered Person derives an improper personal benefit from such act or omission. None of the Covered Persons have any duties (including fiduciary duties) to any Member or the Company and this Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Covered Persons. Any duties or implied duties (including fiduciary duties) of any Covered Person to the Company or to any Member that would otherwise apply at law (common or statutory) or in equity are hereby eliminated to the fullest extent permitted under the Act and any other applicable law; provided, however, that this Agreement does not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. For the avoidance of doubt, the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to the Company are only as expressly set forth in this Agreement.

Exculpation of Covered Persons. No Member(a) Except as expressly provided herein, and except with respect to breaches of any Affiliate of a MemberTransaction Document, any officerto the fullest extent permitted by applicable Law, director, stockholder, partner, employee, representative or agent of the Members and their Affiliates, nor any Officer (each a “no Covered Person”), Person shall be liable liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or to any other Covered Person bound for any losses, claims, damages or liabilities incurred by this Agreement for reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and arising from, related to, or in connection with, this Agreement or the Company’s business or affairs, except for any losses, claims, damages or liabilities arising from such Covered Person’s fraud or willful misconduct. (b) Whenever in this Agreement or the Charter a manner believed Holder is permitted or required to be within make decisions, such Holder may make such decisions with regard to the scope interests of the authority conferred on Company or the interests of a Holder and its Affiliates, as such Covered Person may determine in its sole discretion, and such Person shall not be subject to any other or different standard (including any legal or equitable standard of fiduciary or other duty) imposed by this Agreement or any relevant provisions of Law or in equity or otherwise. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Holder otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Holder. (c) Officers and employees of the Company shall be expected to perform their duties and make decisions in furtherance of the best interests of the Company, provided that, the foregoing shall not apply with respect to any act regardless of whether such officers or omission employees are designated by a Covered Person particular Holder. Such officers and employees shall be subject to (i) that constitutes the same fiduciary duties of care and loyalty as are employees and officers of corporations under the laws of the Cayman Islands and (ii) notwithstanding the provisions of Section 7.02(a), liability for losses, claims, damages or liabilities arising from such person’s gross negligence in the performance of such duties (in addition to any liabilities arising from such person’s fraud or willful misconduct or misconduct). (iid) where such A Covered Person derives an improper personal benefit from such act or omission. None shall be fully protected in relying in good faith upon the records of the Covered Persons have any duties (including fiduciary duties) to any Member or the Company and this Agreement is not intended toupon such information, and does notopinions, create reports or impose any fiduciary duty on any statements presented to the Company, the Board of Directors or management of the Covered Persons. Any duties or implied duties (including fiduciary duties) of Company by any Person as to matters the Covered Person to the Company reasonably believes are within such Person’s professional or to any Member that would otherwise apply at law (common or statutory) or in equity are hereby eliminated to the fullest extent permitted under the Act and any other applicable law; provided, however, that this Agreement does not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. For the avoidance of doubt, the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to the Company are only as expressly set forth in this Agreementexpert competence.