Fiduciary and Other Duties. 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person. 14.7.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in his, her or its discretion or under a grant of similar authority, the Indemnified Person shall be entitled to consider only such interests and factors as such Indemnified Person desires, including his, her or its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in his, her or its good faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standards.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (National Beef Packing Co LLC), Limited Liability Company Agreement (Nb Finance Corp)
Fiduciary and Other Duties. 14.7.1 13.7.1. An Indemnified Person acting under this Agreement shall not be liable to the Company Company, any Series or to any other Indemnified Person for hisits, his or her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict expressly limit the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.
14.7.2 13.7.2. Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in hisits, his or her or its discretion or under a grant of similar authority, the Indemnified Person shall be entitled to consider only such interests and factors as such Indemnified Person desires, including hisits, his or her or its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company Company, any Series or any other Person, or (b) in hisits, his or her or its good faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standards.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC), Limited Liability Company Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC)
Fiduciary and Other Duties. 14.7.1 13.8.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for hisits, his or her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.
14.7.2 13.8.2 Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in hisits, his or her or its discretion or under a grant of similar authority, the Indemnified Person shall be entitled to consider only such interests and factors as such Indemnified Person desires, including hisits, his or her or its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in hisits, his or her or its good faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standards.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)
Fiduciary and Other Duties. 14.7.1 (a) An Indemnified Person acting under this Agreement shall will not be liable to the Company or to any other Indemnified Person for his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.
14.7.2 (b) Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in his, her or its discretion or under a grant of similar authority, the Indemnified Person shall will be entitled to consider only such interests and factors as such Indemnified Person desires, including his, her or its own interests, and shallwill, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in his, her or its good faith or under another express standard, the Indemnified Person shall will act under such express standard and shall will not be subject to any other or different standards.
Appears in 1 contract
Fiduciary and Other Duties. 14.7.1 (a) An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.
14.7.2 (b) Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in his, her or its discretion or under a grant of similar authority, the Indemnified Person shall be entitled to consider only such interests and factors as such Indemnified Person desires, including his, her or its own interests, and shallwill, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in his, her or its good faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standards.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Hollywood Media Corp)
Fiduciary and Other Duties. 14.7.1 13.7.1. An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for hisits, his or her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict expressly limit the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.
14.7.2 13.7.2. Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in hisits, his or her or its discretion or under a grant of similar authority, the Indemnified Person shall be entitled to consider only such interests and factors as such Indemnified Person desires, including hisits, his or her or its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in hisits, his or her or its good faith or under another express standard, the Indemnified Person shall act under such express standard and shall not be subject to any other or different standards.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Archipelago Learning, Inc.)