Liabilities and Duties of Covered Persons. (a) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person. Furthermore, each of the Members and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by Applicable Law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to each other and to the Company are hereby eliminated to the full extent permitted by Applicable Law and all such duties and obligations are only as expressly set forth in this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The provisions of this Agreement, to the extent that they eliminate or restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.
(b) Whenever in this Agreement a Covered Person is permitted or required to make a decision (including a decision that is in such Covered Person’s “discretion” or under a grant of similar authority or latitude), such Covered Person shall be entitled to consider only such interests and factors as such Covered Person desires, including its own interests (or, in the case of a Director, the Member that appointed such Director or its Affiliates), and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. Whenever in this Agreement a Covered Person is permitted or required to make a decision in such Covered Person’s “good faith,” the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other Applicable Law.
Liabilities and Duties of Covered Persons. (a) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person. Furthermore, each of the Members and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.
(b) Whenever in this Agreement a Covered Person is permitted or required to make a decision (including a decision that is in such Covered Person’s “discretion” or under a grant of similar authority or latitude), the Covered Person shall be entitled to consider only such interests and factors as such Covered Person desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. Whenever in this Agreement a Covered Person is permitted or required to make a decision in such Covered Person’s “good faith,” the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other applicable law.
Liabilities and Duties of Covered Persons. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person. Furthermore, each of the Interest Holders and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Interest Holders to replace such other duties and liabilities of such Covered Person.
Liabilities and Duties of Covered Persons. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person. Furthermore, each of the Members and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligations of each Covered Person to each other and to the Company are only as expressly set forth in this Agreement, including, in the case of Directors, the Director Services Agreements. The provisions of this Agreement, including any Director Services Agreements, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.
Liabilities and Duties of Covered Persons. Each Manager and each Officer shall perform his or her respective duties in good faith and in a manner reasonably believed by such Person to be in the best interests of the Company. Except as expressly set forth in this Agreement, (i) each Manager will be deemed to owe the same fiduciary duties to the Company and the Members as a director of a Delaware for-profit corporation owes to such corporation and the stockholders of such corporation under the laws of the State of Delaware and (ii) each Officer will be deemed to owe the same fiduciary duties to the Company and the Members as an officer of a Delaware for-profit corporation owes to such corporation and the stockholders of such corporation under the laws of the State of Delaware.
Liabilities and Duties of Covered Persons. The Managers and Officers, in the performance of their duties as such, shall owe to the Members duties of loyalty and due care of the type owed by the directors and officers of a corporation to the stockholders of such corporation under the laws of the State of Delaware. No Member shall owe any fiduciary duties to the Company, the other Members or any other Person in relation to any action taken or any failure to take action in their capacity as such; provided, however, that each Member shall act in accordance with the implied contractual covenant of good faith and fair dealing.
Liabilities and Duties of Covered Persons
