Common use of Good Faith and Other Standards Clause in Contracts

Good Faith and Other Standards. Whenever in this Agreement or any other agreement contemplated herein or to which the Company is a party the Member is permitted or required to take any action or to make a decision or determination in its “good faith” or under another express standard, the Member shall act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or to which the Company is a party, and, notwithstanding anything contained herein to the contrary, so long as the Member acts in good faith or in compliance with such other express standard on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on the Member, the resolution, action or terms so made, taken or provided by the Member shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the Member or any of the Member’s Affiliates, employees, agents or representatives.

Good Faith and Other Standards. Whenever in this Agreement or any other agreement contemplated herein or to which the Company is a party the Member Board of Managers is expressly permitted or required to take any action or to make a decision or determination in its “good faith” or under another express standard, the Member each Manager shall act under such express standard and, to the extent permitted by applicable lawApplicable Law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein or to which the Company is a party, and, notwithstanding anything contained herein to the contrary, so long as the Member such Manager acts in good faith or in compliance with such other express standard on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on the Memberfaith, the resolution, action or terms so made, taken or provided by the Member Board of Managers shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon the Member such Manager or any of the Membersuch Manager’s Affiliates, employees, agents or representatives.