Common use of Limitation of Duties; Conflict of Interest Clause in Contracts

Limitation of Duties; Conflict of Interest. To the maximum extent permitted by applicable law, Holdings LLC and each Member and Unitholder hereby waives any claim or cause of action against each Manager and each Member (other than claims or causes of action against any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) and their respective Affiliates, employees, agents and representatives for any breach of any fiduciary duty to Holdings LLC or its Members or Unitholders or any of Holdings LLC’s Subsidiaries by any such Person, including as may result from any conflict of interest, including a conflict of interest between Holdings LLC or its Members or Unitholders or any of Holdings LLC’s Subsidiaries and such Person or otherwise, any breach of loyalty or any breach of the duty of care; provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Member and Unitholder acknowledges and agrees that in the event of any such conflict of interest, each such Person (in the absence of bad faith) may act in the best interests of such Person or its Affiliates, employees, agents and representatives. No Manager or Member (other than any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) shall be obligated to give any consideration to any interest of or factors affecting Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders, or to recommend or take any action in its capacity as a Manager or Member that prefers the interests of Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders over the interests of such Person or its Affiliates, employees, agents or representatives, and each of Holdings LLC and each Member and Unitholder hereby waives the fiduciary duty, if any, of such Person to Holdings LLC and/or its Members and/or Unitholders, including in the event of any such conflict of interest or otherwise; provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by Holdings LLC, each Member and each Unitholder to replace such other duties and liabilities of such Indemnified Person. Except as expressly set forth herein or in another agreement between such Indemnified Person and Holdings LLC or any of its Subsidiaries, to the fullest extent permitted by applicable law no Indemnified Person will have any fiduciary duties to Holdings LLC, any Member or any Unitholder, and will otherwise not have any obligations other than such obligations as specifically provided by this Agreement or any such other agreement.

Limitation of Duties; Conflict of Interest. To the maximum extent permitted by applicable law, Holdings LLC the Company and each Member and Unitholder hereby waives any claim or cause of action against each the Manager and each Member (other than claims or causes of action against any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) and their respective Affiliates, employees, agents and representatives for any breach of any fiduciary duty to Holdings LLC the Company or its Members or Unitholders or any of Holdings LLC’s Subsidiaries by any such Person, including including, without limitation, as may result from any conflict of interest, including a conflict of interest between Holdings LLC the Company or its Members or Unitholders or any of Holdings LLC’s Subsidiaries and such Person or otherwiseotherwi se; provided, any breach of loyalty or any breach of the duty of care; that except as otherwise provided that, with respect to actions or omissions by a Managerherein, such waiver limitation of liability shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, Person's willful misconduct, misconduct or bad faith, fraud faith or knowing constitutes a violation of lawthe implied contractual covenant of good faith and fair dealing, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Member and Unitholder acknowledges and agrees that in the event of any such conflict of interest, each such Person (may, in the absence of bad faith) may , act in the best interests of such Person or its Affiliates, employees, agents and representativesrepresentatives (subject to the limitations set forth above). No None of the Manager or Member the Members (other than any Executive Member or Executive serving as a Manager in his or her its capacity as an officer, Officer or as an employee or service-provider of Holdings LLC or any of its Subsidiariesthe Company) shall be obligated to give any consideration to any interest of or factors affecting Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders, or to recommend or take any action in its capacity as a the Manager or Member that prefers the interests of Holdings LLC the Company or any of its Subsidiaries or Holdings LLC’s Members or Unitholders over the interests of such Person or its Affiliates, employees, agents or representatives, and each of Holdings LLC the Company and each Member and Unitholder hereby waives the fiduciary duty, if any, of such Person to Holdings LLC the Company and/or its Members and/or UnitholdersMembers, including including, without limitation, in the event of any such conflict of interest or otherwise; provided thatprovided, that with respect to actions or omissions by a the Manager, such waiver shall not apply to the extent the act or omission was attributable to such the Manager’s gross negligence, 's willful misconduct, misconduct or bad faith, fraud faith or knowing a violation of lawthe implied contractual covenant of good faith and fair dealing, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by Holdings LLC, each Member and each Unitholder to replace such other duties and liabilities of such Indemnified Person. Except as expressly set forth herein or in another agreement between such Indemnified Person and Holdings LLC or any of its Subsidiaries, to the fullest extent permitted by applicable law no Indemnified Person will have any fiduciary duties to Holdings LLC, any Member or any Unitholder, and will otherwise not have any obligations other than such obligations as specifically provided by this Agreement or any such other agreement.

Limitation of Duties; Conflict of Interest. To the maximum extent permitted by applicable law, Holdings LLC the Company and each Member and Unitholder hereby waives any claim or cause of action against each the Manager and each Member (other than claims or causes of action against any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) and their respective Affiliates, employees, agents and representatives for any breach of any fiduciary duty to Holdings LLC the Company or its Members or Unitholders or any of Holdings LLC’s Subsidiaries by any such Person, including including, without limitation, as may result from any conflict of interest, including a conflict of interest between Holdings LLC the Company or its Members or Unitholders or any of Holdings LLC’s Subsidiaries and such Person or otherwise; provided, any breach of loyalty or any breach of the duty of care; that except as otherwise provided that, with respect to actions or omissions by a Managerherein, such waiver limitation of liability shall not apply to the extent the act or omission was attributable to such ManagerPerson’s gross negligence, willful misconduct, misconduct or bad faith, fraud faith or knowing constitutes a violation of lawthe implied contractual covenant of good faith and fair dealing, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Member and Unitholder acknowledges and agrees that in the event of any such conflict of interest, each such Person (may, in the absence of bad faith) may , act in the best interests of such Person or its Affiliates, employees, agents and representativesrepresentatives (subject to the limitations set forth above). No None of the Manager or Member the Members (other than any Executive Member or Executive serving as a Manager in his or her its capacity as an officer, Officer or as an employee or service-provider of Holdings LLC or any of its Subsidiariesthe Company) shall be obligated to give any consideration to any interest of or factors affecting Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders, or to recommend or take any action in its capacity as a the Manager or Member that prefers the interests of Holdings LLC the Company or any of its Subsidiaries or Holdings LLC’s Members or Unitholders over the interests of such Person or its Affiliates, employees, agents or representatives, and each of Holdings LLC the Company and each Member and Unitholder hereby waives the fiduciary duty, if any, of such Person to Holdings LLC the Company and/or its Members and/or UnitholdersMembers, including including, without limitation, in the event of any such conflict of interest or otherwise; provided thatprovided, that with respect to actions or omissions by a the Manager, such waiver shall not apply to the extent the act or omission was attributable to such the Manager’s gross negligence, willful misconduct, misconduct or bad faith, fraud faith or knowing a violation of lawthe implied contractual covenant of good faith and fair dealing, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by Holdings LLC, each Member and each Unitholder to replace such other duties and liabilities of such Indemnified Person. Except as expressly set forth herein or in another agreement between such Indemnified Person and Holdings LLC or any of its Subsidiaries, to the fullest extent permitted by applicable law no Indemnified Person will have any fiduciary duties to Holdings LLC, any Member or any Unitholder, and will otherwise not have any obligations other than such obligations as specifically provided by this Agreement or any such other agreement.

Limitation of Duties; Conflict of Interest. To the maximum extent permitted by applicable law, Holdings LLC the Company and each Member and Unitholder hereby waives any claim or cause of action against each Manager Manager, Officer and each Member (other than claims or causes of action against any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) and their respective Affiliatesaffiliates, employees, agents and representatives for any breach of any fiduciary duty to Holdings LLC the Company or its Members or Unitholders or any of Holdings LLC’s Subsidiaries by any such Personperson, including as may result from any conflict of interest, including a conflict of interest between Holdings LLC the Company or its the Members or Unitholders or any of Holdings LLC’s Subsidiaries and such Person person or otherwise, any breach of loyalty or any breach of the duty of care; provided that, with respect to actions or omissions by a ManagerManager or Officer, such waiver shall will not apply to the extent the act or omission was attributable to such Manager’s or Officer’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law. Each Member acknowledges and agrees that in the event of any such conflict of interest, each such Manager or Officer (in the absence of bad faith) may act in the best interests of such person or its affiliates, employees, agents and representatives. No Manager, Officer or Member will be obligated to recommend or take any action in his, her or its capacity as a Manager, Officer or Member that prefers the interests of the Company or the Members over the interests of such person or its affiliates, employees, agents or representatives, and the Company and each Member hereby waives the fiduciary duty, if any, of such person to the Company and/or its Members, including in the event of any such conflict of interest or otherwise; provided that, with respect to actions or omissions by a Manager or Officer, such waiver will not apply to the extent the act or omission was attributable to such Manager’s or Officer’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Member and Unitholder acknowledges and agrees that in the event of any such conflict of interest, each such Person (in the absence of bad faith) may act in the best interests of such Person or its Affiliates, employees, agents and representatives. No Manager or Member (other than any Executive Member or Executive serving as a Manager in his or her capacity as an officer, employee or service-provider of Holdings LLC or any of its Subsidiaries) shall be obligated to give any consideration to any interest of or factors affecting Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders, or to recommend or take any action in its capacity as a Manager or Member that prefers the interests of Holdings LLC or any of its Subsidiaries or Holdings LLC’s Members or Unitholders over the interests of such Person or its Affiliates, employees, agents or representatives, and each of Holdings LLC and each Member and Unitholder hereby waives the fiduciary duty, if any, of such Person to Holdings LLC and/or its Members and/or Unitholders, including in the event of any such conflict of interest or otherwise; provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by Holdings LLC, each Member and each Unitholder to replace such other duties and liabilities of such Indemnified Person. Except as expressly set forth herein or in another agreement between such Indemnified Person and Holdings LLC or any of its Subsidiaries, to the fullest extent permitted by applicable law no Indemnified Person will have any fiduciary duties to Holdings LLC, any Member or any Unitholder, and will otherwise not have any obligations other than such obligations as specifically provided by this Agreement or any such other agreement.