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, the Company and each Member hereby waives any claim or cause of action against the Manager and each Member and their respective Affiliates, employees, agents and representatives for any breach of any fiduciary duty to the Company or its Members by any such Person, including, without limitation, as may result from a conflict of interest between the Company or its Members and such Person or otherwi se; provided, that except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person's willful misconduct or bad faith or constitutes a violation of the 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 acknowledges and agrees that in the event of any such conflict of interest, each such Person may, in the absence of bad faith, act in the best interests of such Person or its Affiliates, employees, agents and representatives (subject to the limitations set forth above). None of the Manager or the Members (other than any Member in its capacity as an Officer or as an employee of the Company) shall be obligated to recommend or take any action in its capacity as the Manager or Member that prefers the interests of the Company or its Members over the interests of such Person or its Affiliates, employees, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duty, if any, of such Person to the Company and/or its Members, including, without limitation, in the event of any such conflict of interest or otherwise; provided, that with respect to actions or omissions by the Manager, such waiver shall not apply to the extent the act or omission was attributable to the Manager's willful misconduct or bad faith or a violation of the 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).

Limitation of Duties; Conflict of Interest. To the maximum extent permitted by applicable law, the Company Holdings LLC and each Member and Unitholder hereby waives any claim or cause of action against the 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 the Company Holdings LLC or its Members or Unitholders or any of Holdings LLC’s Subsidiaries by any such Person, including, without limitation, including as may result from any conflict of interest, including a conflict of interest between the Company Holdings LLC or its Members or Unitholders or any of Holdings LLC’s Subsidiaries and such Person or otherwi seotherwise, any breach of loyalty or any breach of the duty of care; providedprovided that, that except as otherwise provided hereinwith respect to actions or omissions by a Manager, such limitation of liability waiver shall not apply to the extent the act or omission was attributable to such Person's Manager’s gross negligence, willful misconduct misconduct, bad faith, fraud or bad faith or constitutes a knowing violation of the implied contractual covenant of good faith and fair dealinglaw, 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 representatives (subject to the limitations set forth above)representatives. None of the No Manager or the Members Member (other than any Executive Member or Executive serving as a Manager in its his or her capacity as an Officer officer, employee or as an employee service-provider of the CompanyHoldings 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 the a Manager or Member that prefers the interests of the Company 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 the Company Holdings LLC and each Member and Unitholder hereby waives the fiduciary duty, if any, of such Person to the Company Holdings LLC and/or its MembersMembers and/or Unitholders, including, without limitation, including in the event of any such conflict of interest or otherwise; providedprovided that, that with respect to actions or omissions by the a Manager, such waiver shall not apply to the extent the act or omission was attributable to the such Manager's ’s gross negligence, willful misconduct misconduct, bad faith, fraud or bad faith or a knowing violation of the implied contractual covenant of good faith and fair dealinglaw, 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, the Company and each Member hereby waives any claim or cause of action against the Manager each Manager, Officer and each Member and their respective Affiliatesaffiliates, employees, agents and representatives for any breach of any fiduciary duty to the Company or its Members by any such Personperson, including, without limitation, including as may result from a conflict of interest between the Company or its the Members and such Person person or otherwi seotherwise; providedprovided that, that except as otherwise provided hereinwith respect to actions or omissions by a Manager or Officer, such limitation of liability shall waiver will not apply to the extent the act or omission was attributable to such Person's Manager’s or Officer’s gross negligence, willful misconduct misconduct, bad faith, fraud or bad faith or constitutes a knowing violation of the 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)law. Each Member acknowledges and agrees that in the event of any such conflict of interest, each such Person may, Manager or Officer (in the absence of bad faith, ) may act in the best interests of such Person person or its Affiliatesaffiliates, employees, agents and representatives (subject to the limitations set forth above)representatives. None of the Manager or the Members (other than any Member in its capacity as an No Manager, Officer or as an employee of the Company) shall Member will be obligated to recommend or take any action in his, her or its capacity as the Manager a Manager, Officer or Member that prefers the interests of the Company or its the Members over the interests of such Person person or its Affiliatesaffiliates, employees, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duty, if any, of such Person person to the Company and/or its Members, including, without limitation, including in the event of any such conflict of interest or otherwise; providedprovided that, that with respect to actions or omissions by the Managera Manager or Officer, such waiver shall will not apply to the extent the act or omission was attributable to the such Manager's ’s or Officer’s gross negligence, willful misconduct misconduct, bad faith, fraud or bad faith or a knowing violation of the implied contractual covenant of good faith and fair dealinglaw, 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).

Limitation of Duties; Conflict of Interest. To the maximum extent permitted by applicable law, the Company and each Member hereby waives any claim or cause of action against the Manager and each Member and their respective Affiliates, employees, agents and representatives for any breach of any fiduciary duty to the Company or its Members by any such Person, including, without limitation, as may result from a conflict of interest between the Company or its Members and such Person or otherwi seotherwise; provided, that except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person's ’s willful misconduct or bad faith or constitutes a violation of the 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 acknowledges and agrees that in the event of any such conflict of interest, each such Person may, in the absence of bad faith, act in the best interests of such Person or its Affiliates, employees, agents and representatives (subject to the limitations set forth above). None of the Manager or the Members (other than any Member in its capacity as an Officer or as an employee of the Company) shall be obligated to recommend or take any action in its capacity as the Manager or Member that prefers the interests of the Company or its Members over the interests of such Person or its Affiliates, employees, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duty, if any, of such Person to the Company and/or its Members, including, without limitation, in the event of any such conflict of interest or otherwise; provided, that with respect to actions or omissions by the Manager, such waiver shall not apply to the extent the act or omission was attributable to the Manager's ’s willful misconduct or bad faith or a violation of the 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).