Common use of Exculpation of Liability of Indemnitees; Good Faith Clause in Contracts

Exculpation of Liability of Indemnitees; Good Faith. (a) Notwithstanding anything to the contrary set forth or implied in this Agreement, to the fullest extent permitted by law, no Director or Officer shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director or Officer, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, such Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such Person’s conduct was criminal. For purposes of this Agreement, a person shall be deemed to have acted in good faith if the action or omission of action was taken with the belief that it was in the best interests of the Company. Any action or omission of action shall be deemed to be in the best interests of the Company and its Shareholders if such Director or Officer believes that such action or omission of action is in, or not opposed to, the best interests of the Company and all of its Shareholders, taken together, or of Cheniere Partners and all of its unitholders, taken together. In addition, when acting in their individual capacities or as directors or officers of CEI, the general partner of Cheniere Partners or any affiliate of CEI, Directors and Officers shall not be obligated to take into account the interests of the Company or its Shareholders when taking or refraining from taking any action or making any recommendation.

Exculpation of Liability of Indemnitees; Good Faith. (a) Notwithstanding anything to the contrary set forth or implied in this Agreement, to the fullest extent permitted by law, no Director or Officer shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director or Officer, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, such Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such Person’s Xxxxxx's conduct was criminal. For purposes of this Agreement, a person shall be deemed to have acted in good faith if the action or omission of action was taken with the belief that it was in the best interests of the Company. Any action or omission of action shall be deemed to be in the best interests of the Company and its Shareholders if such Director or Officer believes that such action or omission of action is in, or not opposed to, the best interests of the Company and all of its Shareholders, taken together, or of Cheniere Partners and all of its unitholders, taken together. In addition, when acting in their individual capacities or as directors or officers of CEI, the general partner of Cheniere Partners or any affiliate of CEI, Directors and Officers shall not be obligated to take into account the interests of the Company or its Shareholders when taking or refraining from taking any action or making any recommendation.

Exculpation of Liability of Indemnitees; Good Faith. (a) Notwithstanding anything to the contrary set forth or implied in this Agreement, to the fullest extent permitted by law, no Director or Officer shall be liable to the Company or the Members for monetary damages for breach of fiduciary duty as a Director or Officer, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, such Person acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that such Person’s 's conduct was criminal. For purposes of this Agreement, a person shall be deemed to have acted in good faith if the action or omission of action was taken with the belief that it was in the best interests of the Company. Any action or omission of action shall be deemed to be in the best interests of the Company and its Shareholders if such Director or Officer believes that such action or omission of action is in, or not opposed to, the best interests of the Company and all of its Shareholders, taken together, or of Cheniere Partners and all of its unitholders, taken together. In addition, when acting in their individual capacities or as directors or officers of CEI, the general partner of Cheniere Partners or any affiliate of CEI, Directors and Officers shall not be obligated to take into account the interests of the Company or its Shareholders when taking or refraining from taking any action or making any recommendation.