Limitation of Liability and Duties Sample Clauses

Limitation of Liability and Duties. The provisions of this Agreement, to the extent that they expand, restrict or eliminate the duties and liabilities of any Covered Person otherwise existing at law or in equity, are agreed by the Members to modify to that extent such other duties and liabilities of the Covered Persons to the extent permitted by Applicable Law. To the fullest extent permitted by Applicable Law and notwithstanding any other provision of this Agreement or applicable provisions of law or equity, whenever in this Agreement a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing (i) in his, her or its “sole discretion” or “discretion” or under a similar grant of authority or latitude or without any express standard being stated (including, without limitation, standards such as “reasonable” or “good faith”), such Covered Person will be entitled to consider such interests and factors, including his, her or its own interests, as such Covered Person desires and will have no duty or obligation to consider any other interests or factors affecting the Company or any other Person, or (ii) with an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), then the Covered Person will comply with such express standard and will not be subject to any other or different standard.

Limitation of Liability and Duties of Members 37 Section 7.02. Lack of Authority 38 Section 7.03. No Right of Partition 38 Section 7.04. Indemnification 38 Section 7.05. Members Right to Act 39 Section 7.06. Inspection Rights 40 Section 8.01. Records and Accounting 41 Section 8.02. Fiscal Year 41 Section 9.01. Preparation of Tax Returns 41 Section 9.02. Tax Controversies 42 Section 9.03. Member Tax Matters 42 Section 9.04. Partnership Continuation 42 Section 10.01. Transfers by Members 43 Section 10.02. Permitted Transfers 43 Section 10.03. Restricted Units Legend 44 Section 10.04. Transfer 44 Section 10.05. Assignee’s Rights 44 Section 10.06. Assignor’s Rights and Obligations 45 Section 10.07. Overriding Provisions 45 Section 11.01. Substituted Members 46 Section 11.02. Additional Members 46 Section 12.01. Withdrawal and Resignation of Members 47 Section 13.01. Dissolution 47 Section 13.02. Liquidation and Termination 47 Section 13.03. Deferment; Distribution in Kind 48 Section 13.04. Cancellation of Certificate 49 Section 13.05. Reasonable Time for Winding Up 49 Section 13.06. Return of Capital 49 Section 14.01. Determination 49 Section 14.02. Dispute Resolution 49 Section 15.01. Power of Attorney 50 Section 15.02. Title to Company Assets 51 Section 15.03. Notices 51 Section 15.04. Binding Effect 51 Section 15.05. Governing Law; Jurisdiction; Specific Performance 51 Section 15.06. Counterparts; Electronic Transmission of Signatures 52 Section 15.07. Assignment; No Third Party Beneficiaries 52 Section 15.08. Severability 53 Section 15.09. Entire Agreement 53 Section 15.10. Amendments 53 Section 15.11. Waiver 53 Section 15.12. Creditors 53 Section 15.13. Further Action 54 Section 15.14. Right of Offset 54 Section 15.15. Descriptive Headings; Interpretation 54 SCHEDULE 1 EXHIBIT A This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April 15, 2020, is entered into by and among Bxxxx Hxxxxx Holdings LLC, a Delaware limited liability company (the “Company”), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Limitation of Liability and Duties of Members and Officers 30 Section 7.02 No Right of Partition 31 Section 7.03 Indemnification 31 Section 7.04 Members Right to Act 32 Section 7.05 Inspection Rights 33 Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS Section 8.01 Records and Accounting 34 Section 8.02 Fiscal Year 34 Article IX

Limitation of Liability and Duties