Common use of Interpretation of Certain Rights and Duties of Participants, Members of the Operating Committee and Officers Clause in Contracts

Interpretation of Certain Rights and Duties of Participants, Members of the Operating Committee and Officers. To the fullest extent permitted by the Delaware Act and other applicable law: (a) the respective obligations of the Participants, Officers, and the members of the Operating Committee, to each other and to the Company are limited to the express obligations set forth in this Agreement; (b) the Participants hereby expressly acknowledge and agree that each member of the Operating Committee, individually, is serving hereunder solely as, and shall act in all respects hereunder solely as, an agent of the Participant appointing such member of the Operating Committee; (c) no Participant or member of the Operating Committee, in such Person’s capacity as such, shall have any fiduciary or similar duties or obligations to the Company or any other Participant or member of the Operating Committee, whether express or implied by the Delaware Act or any other law, in each case subject only to the implied contractual covenant of good faith and fair dealing, and each Participant and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Participant or member of the Operating Committee that might otherwise arise in respect of any such fiduciary duty or similar duty or obligation; provided, however, that the provisions of this Section 4.7(c) shall have no effect on the terms of any relationship, agreement or arrangement between any member of the Operating Committee and the Participant appointing such member of the Operating Committee or between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor. Each Officer shall have the same fiduciary duties and obligations to the Company as a comparable officer of a Delaware corporation and in all cases shall conduct the business of the Company and execute his or her duties and obligations in good faith and in the manner that the Officer reasonably believes to be in the best interests of the Company; (d) subject to Section 4.7(c), each Participant and each member of the Operating Committee may, with respect to any vote, consent or approval that such Person is entitled to grant or withhold pursuant to this Agreement, grant or withhold such vote, consent or approval in its sole and absolute discretion, with or without cause; and (e) for the avoidance of doubt, no Participant shall be entitled to appraisal or dissenter rights for any reason with respect to any Company Interest.

Interpretation of Certain Rights and Duties of Participants, Members of the Operating Committee and Officers. To the fullest extent permitted by the Delaware Act and other applicable law:law:‌ (a) the respective obligations of the Participants, Officers, and the members of the Operating Committee, to each other and to the Company are limited to the express obligations set forth in this Agreement; (b) the Participants hereby expressly acknowledge and agree that each member of the Operating Committee, individually, is serving hereunder solely as, and shall act in all respects hereunder solely as, an agent of the Participant appointing such member of the Operating Committee; (c) no Participant or member of the Operating Committee, in such Person’s capacity as such, shall have any fiduciary or similar duties or obligations to the Company or any other Participant or member of the Operating Committee, whether express or implied by the Delaware Act or any other law, in each case subject only to the implied contractual covenant of good faith and fair dealing, and each Participant and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Participant or member of the Operating Committee that might otherwise arise in respect of any such fiduciary duty or similar duty or obligation; provided, however, that the provisions of this Section 4.7(c) shall have no effect on the terms of any relationship, agreement or arrangement between any member of the Operating Committee and the Participant appointing such member of the Operating Committee or between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor. Each Officer shall have the same fiduciary duties and obligations to the Company as a comparable officer of a Delaware corporation and in all cases shall conduct the business of the Company and execute his or her duties and obligations in good faith and in the manner that the Officer reasonably believes to be in the best interests of the Company; (d) subject to Section 4.7(c), each Participant and each member of the Operating Committee may, with respect to any vote, consent or approval that such Person is entitled to grant or withhold pursuant to this Agreement, grant or withhold such vote, consent or approval in its sole and absolute discretion, with or without cause; and (e) for the avoidance of doubt, no Participant shall be entitled to appraisal or dissenter rights for any reason with respect to any Company Interest.

Interpretation of Certain Rights and Duties of Participants, Members of the Operating Committee and Officers. To the fullest extent permitted by the Delaware Act and other applicable law: (a) the respective obligations of the Participants, Officers, and the members of the Operating Committee, to each other and to the Company are limited to the express obligations set forth in this Agreement; (b) the Participants hereby expressly acknowledge and agree that each member of the Operating Committee, individually, is serving hereunder solely as, and shall act in all respects hereunder solely as, an agent of the Participant appointing such member of the Operating Committee; (c) no Participant Participant[, Officer,] or member of the Operating Committee, in such Person’s capacity as such, shall have any fiduciary or similar duties or obligations to the Company or any other Participant Participant[, Officer,] or member of the Operating Committee, whether express or implied by the Delaware Act or any other law, in each case subject only to the implied contractual covenant of good faith and fair dealing, and each Participant Participant[, Officer,] and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Participant Participant[, Officer,] or member of the Operating Committee that might otherwise arise in respect of any such fiduciary duty or similar duty or obligation; provided, however, that the provisions of this Section 4.7(c) shall have no effect on the terms of any relationship, agreement or arrangement between any member of the Operating Committee and the Participant appointing such member of the Operating Committee or between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor[ or between an Officer and the Plan Processor]. Each Officer shall have the same fiduciary duties and obligations to the Company as a comparable officer of a Delaware corporation and in all cases shall conduct the business of the Company and execute his or her duties and obligations in good faith and in the manner that the Officer reasonably believes to be in the best interests of the Company; (d) subject to Section 4.7(c), each Participant and each member of the Operating Committee may, with respect to any vote, consent or approval that such Person is entitled to grant or withhold pursuant to this Agreement, grant or withhold such vote, consent or approval in its sole and absolute discretion, with or without cause; and (e) for the avoidance of doubt, no Participant shall be entitled to appraisal or dissenter rights for any reason with respect to any Company Interest.

Interpretation of Certain Rights and Duties of Participants, Members of the Operating Committee and Officers. To the fullest extent permitted by the Delaware Act and other applicable law: (a) the respective obligations of the Participants, Officers, and the members of the Operating Committee, to each other and to the Company are limited to the express obligations set forth in this Agreement; (b) the Participants hereby expressly acknowledge and agree that each member of the Operating Committee, individually, is serving hereunder solely as, and shall act in all respects hereunder solely as, an agent of the Participant appointing such member of the Operating Committee; (c) no Participant Participant, Officer, or member of the Operating Committee, in such Person’s capacity as such, shall have any fiduciary or similar duties or obligations to the Company or any other Participant Participant, Officer, or member of the Operating Committee, whether express or implied by the Delaware Act or any other law, in each case subject only to the implied contractual covenant of good faith and fair dealing, and each Participant Participant, Officer, and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Participant Participant, Officer, or member of the Operating Committee that might otherwise arise in respect of any such fiduciary duty or similar duty or obligation; provided, however, that the provisions of this Section 4.7(c) shall have no effect on the terms of any relationship, agreement or arrangement between any member of the Operating Committee and the Participant appointing such member of the Operating Committee or between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor or between an Officer and the Plan Processor. Each Officer shall have the same fiduciary duties and obligations to the Company as a comparable officer of a Delaware corporation and in all cases shall conduct the business of the Company and execute his or her duties and obligations in good faith and in the manner that the Officer reasonably believes to be in the best interests of the Company; (d) subject to Section 4.7(c), each Participant and each member of the Operating Committee may, with respect to any vote, consent or approval that such Person is entitled to grant or withhold pursuant to this Agreement, grant or withhold such vote, consent or approval in its sole and absolute discretion, with or without cause; and (e) for the avoidance of doubt, no Participant shall be entitled to appraisal or dissenter rights for any reason with respect to any Company Interest.

Interpretation of Certain Rights and Duties of Participants, Members of the Operating Committee and Officers. To the fullest extent permitted by the Delaware Act and other applicable law:law:‌ (a) the respective obligations of the Participants, Officers, and the members of the Operating Committee, to each other and to the Company are limited to the express obligations set forth in this Agreement; (b) the Participants hereby expressly acknowledge and agree that each member of the Operating Committee, individually, is serving hereunder solely as, and shall act in all respects hereunder solely as, an agent of the Participant appointing such member of the Operating Committee; (c) no Participant Participant, Officer, or member of the Operating Committee, in such Person’s capacity as such, shall have any fiduciary or similar duties or obligations to the Company or any other Participant Participant, Officer, or member of the Operating Committee, whether express or implied by the Delaware Act or any other law, in each case subject only to the implied contractual covenant of good faith and fair dealing, and each Participant Participant, Officer, and the Company, to the fullest extent permitted by applicable law, waives any claim or cause of action against any Participant Participant, Officer, or member of the Operating Committee that might otherwise arise in respect of any such fiduciary duty or similar duty or obligation; provided, however, that the provisions of this Section 4.7(c) shall have no effect on the terms of any relationship, agreement or arrangement between any member of the Operating Committee and the Participant appointing such member of the Operating Committee or between any Participant (other than solely in its capacity as a Participant) and the Company such as a contract between such Participant and the Company pursuant to which such Participant serves as the Plan Processor or between an Officer and the Plan Processor. Each Officer shall have the same fiduciary duties and obligations to the Company as a comparable officer of a Delaware corporation and in all cases shall conduct the business of the Company and execute his or her duties and obligations in good faith and in the manner that the Officer reasonably believes to be in the best interests of the Company; (d) subject to Section 4.7(c), each Participant and each member of the Operating Committee may, with respect to any vote, consent or approval that such Person is entitled to grant or withhold pursuant to this Agreement, grant or withhold such vote, consent or approval in its sole and absolute discretion, with or without cause; and (e) for the avoidance of doubt, no Participant shall be entitled to appraisal or dissenter rights for any reason with respect to any Company Interest.