Common use of Implied Covenants; No Additional Duties Clause in Contracts

Implied Covenants; No Additional Duties. There are no implied covenants of the Sole Member contained in this Agreement other than those of the contractual covenant of good faith and fair dealing. The Sole Member shall not have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Sole Member’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement. Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Sole Member shall not be liable to the Company for breach of any duty for the Sole Member’s good faith reliance on the provisions of this Agreement, the records of the Company, or such information, opinions, reports or statements presented by any officer or employee of the Company, or by any other person as to matters the Sole Member reasonably believes are within such other person’s professional or expert competence. The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.