Common use of Liabilities and Duties of Covered Persons Clause in Contracts

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 obligations 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 such Covered Person’s own interests (or, in the case of a DirectorManager, the interests of the Member that appointed designated such Director Manager or its such Member’s 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 obligations 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 '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 such Covered Person's own interests (or, in the case of a DirectorManager, the interests of the Member that appointed such Director Manager or its such Member's 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 '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 Except as expressly set forth herein, 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 obligations 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 including with respect to any Affiliates of good faith and fair dealinga Member or Manager in their capacities as Officers pursuant to Section 7.10. 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 Member or Manager is permitted or required to make a decision (including a decision that is in such Covered PersonMember or Manager’s “discretion” or under a grant of similar authority or latitude), such Covered Person Member or Manager 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 DirectorManager, the interests of the Member that appointed such Director Manager or its such Member’s 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 Member or Manager is permitted or required to make a decision in such Covered PersonMember or Manager’s “good faith,” the Covered Person Member or Manager 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. (c) This Section 8.02 does not apply to any obligation or duty of a Covered Person or any Affiliate thereof arising under any other JV Agreement.

Liabilities and Duties of Covered Persons. (ai) 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. (bii) Whenever in this Agreement a Covered Person is permitted or required to to: (1) 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 DirectorManager, the Member that appointed such Director Manager 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 ; and/or (2) 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) 11.2.1 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 Lawapplicable law, and in doing so, acknowledges and agrees that the duties and obligation obligations 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) 11.2.2 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 “'s "discretion” " or under a grant of similar authority or latitude), such the 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)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 “'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 Lawapplicable law.

Liabilities and Duties of Covered Persons. (a) This Except as expressly set forth herein, 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 obligations 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 including with respect to any Affiliates of good faith and fair dealinga Member or Manager in their capacities as Officers pursuant to Section 7.10. 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 Member or Manager is permitted or required to make a decision (including a decision that is in such Covered PersonMember or Manager’s “discretion” or under a grant of similar authority or latitude), such Covered Person Member or Manager 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 DirectorManager, the interests of the Member that appointed such Director Manager or its such Member’s 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 Member or Manager is permitted or required to make a decision in such Covered PersonMember or Manager’s “good faith,” the Covered Person Member or Manager 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. (c) This Section 8.02 does not apply to any obligation or duty of a Covered Person or any Affiliate thereof arising under any other agreement between such Covered Person and the Company.

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 Lawapplicable Laws, and in doing so, acknowledges and agrees that the duties and obligation obligations 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 such Covered Person’s own interests (or, in the case of a DirectorManager, the interests of the Member that appointed such Director Manager or its such Member’s 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 Lawapplicable Laws.

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 obligations 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 DirectorManager, the interests of the Member that appointed such Director Manager or its such Member’s 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.