Common use of Liability; Duties Clause in Contracts

Liability; Duties. (a) No Member, Manager or Officer shall be personally liable for any Indebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by the Act, any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and duty of care) on the Board or Managers (or any Manager) in their capacities as such are hereby eliminated and waived. (b) To the fullest extent permitted by law (including but not limited to Section 18-1101 of the Act), and notwithstanding anything else to the contrary contained herein, or any agreement contemplated herein or applicable provisions of law or equity or otherwise, any duties (including fiduciary duties) of a Member or group of Members or controlling Member or group of Members (but not the duties of Officers in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided that (i) the foregoing shall not eliminate the obligation of each Manager and 25776957.3325776957.34 38 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 44 of 90 Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Manager or Member (but not the Officers, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Manager or Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Managers or Members, and may act exclusively in its own interest. (c) The Officers, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and Managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act.

Liability; Duties. (a) No Member, Manager or Officer officer of the Company shall be personally liable for any Indebtednessindebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by Section 18-1101 of the Act, each Member agrees that any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and the duty of care) on the Board or Managers (or any Manager) in their capacities as such are hereby eliminated and waivedeliminated, except to the extent specifically set forth in this Agreement. (b) To the fullest extent permitted by law (including but not limited to Section 18-1101 of the Act), and notwithstanding anything else to the contrary contained herein, or any agreement contemplated herein or applicable provisions of law or equity or otherwise, any Any duties (including fiduciary duties) of a Member or group of Members or controlling Member or group of Members (but not the duties of Officers the officers of the Company, in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided provided, however, that (i) the foregoing shall not eliminate the obligation of each Manager and 25776957.3325776957.34 38 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 44 of 90 Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Manager or Member (but not the Officersofficers of the Company, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Manager or Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Managers or Members, and may act exclusively in its own interest. (c) The Officersofficers of the Company, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and Managers managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act.

Liability; Duties. ‌ (a) No Member, Manager or Officer officer of the Company shall be personally liable for any Indebtednessindebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by Section 18-1101 of the Act, each Member agrees that any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and the duty of care) on the Board or Managers (or any Manager) in their capacities as such are hereby eliminated and waivedeliminated, except with respect to Managers who are employees, consultants or officers of the Company or to the extent specifically set forth in this Agreement. (b) To the fullest extent permitted by law (including but not limited to Section 18-1101 of the Act), and notwithstanding anything else to the contrary contained herein, or any agreement contemplated herein or applicable provisions of law or equity or otherwise, any Any duties (including fiduciary duties) of a Member or group of Members or controlling Member or group of Members Manager (but not the duties of Officers the officers of the Company, in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided that provided, however, that (i) the foregoing shall not eliminate the obligation of each Manager and 25776957.3325776957.34 38 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 44 of 90 Member to act in compliance with the express terms of this Agreement (ii) the foregoing shall not apply to employees, consultants or officers of the Company or its Subsidiaries and (iiiii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Member or Manager or Member (but not the Officersofficers of the Company, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Member or Manager or Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Managers or Members, and may act exclusively in its own interest. (c) The Officersofficers of the Company, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and Managers managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act.

Liability; Duties. (a) No Member, Manager or Officer shall be personally liable for any Indebtednessindebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by the Act, any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and duty of care) on the Board or Managers (or any Manager) in their capacities as such are hereby eliminated and waived. (b) To the fullest extent permitted by law (including but not limited to Section 18-1101 of the Act), and notwithstanding anything else to the contrary contained herein, or any agreement contemplated herein or applicable provisions of law or equity or otherwise, any Any duties (including fiduciary duties) of a Member or group of Members or controlling Member or group of Members Manager (but not the duties of Officers the Officers, in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided provided, however, that (i) the foregoing shall not eliminate the obligation of each Member and Manager and 25776957.3325776957.34 38 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 44 of 90 Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Member or Manager or Member (but not the OfficersOfficers of the Company, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Member or Manager or Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Managers Members or Memberscreditors, and may act exclusively in its own interest. (c) The Officers, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and Managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act. (d) Notwithstanding anything to the contrary herein, the Managers, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the members as the duties that directors of a Delaware corporation owe to such corporation and its stockholders with respect making any decision in connection with a Change of Control of the Company, a Public Offering or any acquisition of all or a material portion of another business (whether equity, assets, merger, consolidation or otherwise); provided that, such duties shall not apply in the case of a Drag Transaction. (e) Notwithstanding anything the contrary, this Section ‎7.3 shall expire upon an Initial Public Offering. In connection of Initial Public Offering, in the event that the Company is converted into a corporation, the waiver of any fiduciary duties as provided in this Section ‎7.3 shall thereafter cease to be of any force or effect.

Liability; Duties. (a) No Member, Manager or Officer officer of the Company shall be personally liable for any Indebtednessindebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by Section 18-1101 of the Act, each Member agrees that any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and the duty of care) on the Board or Managers (or any Manager) in their capacities as such are hereby eliminated and waivedeliminated, except to the extent specifically set forth in this Agreement. (b) To the fullest extent permitted by law (including but not limited to Section 18-1101 of the Act), and notwithstanding anything else to the contrary contained herein, or any agreement contemplated herein or applicable provisions of law or equity or otherwise, any Any duties (including fiduciary duties) of a Member or group of Members or controlling Member or group of Members (but not the duties of Officers the officers of the Company, in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided that (i) the foregoing shall not eliminate the obligation of each Manager and 25776957.3325776957.34 38 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 44 of 90 Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Manager or Member (but not the Officersofficers of the Company, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Manager or Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Managers or Members, and may act exclusively in its own interest. (c) The Officersofficers of the Company and its direct and indirect Subsidiaries, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and Managers managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act.

Liability; Duties. ‌ (a) No Member, Manager or Officer shall be personally liable for any Indebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by the Act, any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and duty of care) on the Board or Managers (or any Manager) in their capacities as such are hereby eliminated and waived. (b) To the fullest extent permitted by law (including but not limited to Section 18-1101 of the Act), and notwithstanding anything else to the contrary contained herein, or any agreement contemplated herein or applicable provisions of law or equity or otherwise, any duties (including fiduciary duties) of a Member or group of Members or controlling Member or group of Members (but not the duties of Officers in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided that (i) the foregoing shall not eliminate the obligation of each Manager and 25776957.3325776957.34 38 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 44 of 90 Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Manager or Member (but not the Officers, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Manager or Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Managers or Members, and may act exclusively in its own interest. (c) The Officers, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and Managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act.

Liability; Duties. (a) No Member, Manager or Officer shall be personally liable for any Indebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by the Act, any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and duty of care) on the Board or Managers (or any Manager) in their capacities as such are hereby eliminated and waived. (b) To the fullest extent permitted by law (including but not limited to Section 18-1101 of the Act), and notwithstanding anything else to the contrary contained herein, or any agreement contemplated herein or applicable provisions of law or equity or otherwise, any duties (including fiduciary duties) of a Member or group of Members or controlling Member or group of Members (but not the duties of Officers in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided that (i) the foregoing shall not eliminate the obligation of each Manager and 25776957.3325776957.34 38 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 44 of 90 Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Manager or Member (but not the Officers, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Manager or Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Managers or Members, and may act exclusively in its own interest. (c) The Officers, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and Managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act.