Common use of Limitation of Liability. Exculpation Clause in Contracts

Limitation of Liability. Exculpation. (a) No (i) Director or Member of the Company, nor any of their respective Subsidiaries or Affiliates nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”), nor (iii) any of their heirs, executors, successors and assigns, shall be liable to the Company or any Member for any act or omission by such individual or entity in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors (or any former Director), by reason of his or her status as Director (or former Director), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member or any other Director or former Director, (ii) the repayment of any Capital Contribution of any Member (other than himself) or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director). To the extent any portion of this Section 4.7 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth therein. (b) Notwithstanding any other provision of this Agreement or other applicable provision of law or equity, whenever in this Agreement a Member, Director or officer of the Company is permitted or required to make a decision (i) in its “sole discretion,” or under a grant of similar authority or latitude, such Member, Director or officer shall be entitled to consider only such interests and factors as it desires and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members, or (ii) in its “good faith” or under another expressed standard, such Member, Director or officer shall act under such express standard and shall not be subject to any other or different standards. (c) Any Member, Liquidator, Director or officer of the Company may consult with legal counsel and accountants selected by it at its expense or with legal counsel and accountants for the Company at the Company’s expense. Each Member, Liquidator, Director and officer of the Company shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports, or statements presented by another Member, Liquidator, Director or officer, or employee of the Company, or committees of the Board, Liquidator or the Company, or by any other Person (including, without limitation, legal counsel and public accountants) as to matters that the Member, Liquidator, Director or officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income or Net Losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors might properly be paid.

Limitation of Liability. Exculpation. (a) No (i) Director Manager, Member or Member officer of the Company, nor any of their respective Subsidiaries or Affiliates (including any stockholder of REG, Marquee Holdings, Cinemark or NCM Inc. that would be deemed an Affiliate but for the exception set forth in subsections (iii), (iv), (v) or (vi) of the definition of Affiliate herein, or any of such stockholder’s Affiliates) nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”)agents, nor (iii) any of their heirs, executors, successors and assignsassigns (individually, an “Indemnitee”), shall be liable to the Company or any Member for any act or omission by such individual or entity Indemnitee in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors (or any former Director), by reason of his or her status as Director (or former Director), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Companywith, any other Member or former Member or any other Director or former Director, agreement between (iix) such Indemnitee and (y) the repayment of any Capital Contribution of any Member (other than himself) Company or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director). To the extent any portion of this Section 4.7 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth thereinits Subsidiaries and Affiliates. (b) Notwithstanding any other provision of this Agreement or other otherwise applicable provision of law or equity, whenever in this Agreement a MemberManager, Director Member or officer of the Company is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such MemberManager, Director Member or officer shall be entitled to consider only such interests and factors as it desires desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members, or (ii) in its “good faith” or under another expressed standard, such MemberManager, Director Member or officer shall act under such express standard and shall not be subject to any other or different standards. (c) Any Manager, Member, Liquidator, Director Liquidator or officer of the Company may consult with legal counsel and accountants selected by it at its expense or with legal counsel and accountants for the Company at the Company’s expense. Each Manager, Member, Liquidator, Director Liquidator and officer of the Company shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports, or statements presented by another Manager, Member, Liquidator, Director Liquidator or officer, or employee of the Company, or committees of the BoardCompany, Liquidator Manager or the CompanyMembers, or by any other Person (including, without limitation, legal counsel and public accountants) as to matters that the Manager, Member, Liquidator, Director Liquidator or officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income or Net Losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors might properly be paid.

Limitation of Liability. Exculpation. (a) No (i) Director Manager, Member or Member officer of the Company, nor any of their respective Subsidiaries or Affiliates (including any stockholder of RHI Inc. that would be deemed an Affiliate but for the exception set forth in the definition of Affiliate herein, or any of such stockholder’s Affiliates) nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”)agents, nor (iii) any of their heirs, executors, successors and assignsassigns (individually, an “Indemnitee”), shall be liable to the Company or any Member for any act or omission by such individual or entity Indemnitee in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with with, any agreement between (x) such Indemnitee and (y) the Company or its Subsidiaries and Affiliates (including, without limitation, this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors (or any former Director), by reason of his or her status as Director (or former Director), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member or any other Director or former Director, (ii) the repayment of any Capital Contribution of any Member (other than himself) or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director). To the extent any portion of this Section 4.7 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth therein. (b) Notwithstanding any other provision of this Agreement or other otherwise applicable provision of law or equity, whenever in this Agreement a Member, Director or officer of the Company Member (other than RHI Inc.) is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such Member, Director or officer Member shall be entitled to consider only such interests and factors as it desires desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the other Members, or (ii) in its “good faith” or under another expressed standard, such Member, Director or officer Member shall act under such express standard and shall not be subject to any other or different standards. (c) Any Manager, Member, Liquidator, Director Liquidator or officer of the Company may consult with legal counsel and accountants selected by it at its expense or with legal counsel and accountants for the Company at the Company’s expense. Each Manager, Member, Liquidator, Director Liquidator and officer of the Company shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports, or statements presented by another Manager, Member, Liquidator, Director Liquidator or officer, or employee of the Company, or committees of the BoardCompany, Liquidator Manager or the CompanyMembers, or by any other Person (including, without limitation, legal counsel and public accountants) as to matters that the Manager, Member, Liquidator, Director Liquidator or officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income or Net Losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors might properly be paid.

Limitation of Liability. Exculpation. (a) No (i) Director Manager or Member of the Company, nor any of their respective Subsidiaries or Affiliates nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “"Representative”"), nor (iii) any of their heirs, executors, successors and assignsassigns ((i), (i) and (iii), each, an "Indemnitee"), shall be liable to the Company or any Member for any act or omission by such individual or entity Indemnitee in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors Manager (or any former DirectorManager), by reason of his or her its status as Director Manager (or former DirectorManager), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member Company (or any other Director Manager or former DirectorManager), (ii) the repayment of any Capital Contribution of any Member (other than himself) Manager or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director)Manager. To the extent any portion of this Section 4.7 4.15 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth therein. (b) Notwithstanding Subject to Section 4.4(b), notwithstanding any other provision of this Agreement or other applicable provision of law or equity, whenever in this Agreement a Manager, Member, Director director or officer of the Manager or the Company is permitted or required to make a decision (i) in its “"sole discretion,” " or "discretion," with "complete discretion" or under a grant of similar authority or latitude, such Manager, Member, Director director or officer shall be entitled to consider only such interests and factors as it desires in good faith and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members, or (ii) in its “"good faith” " or under another expressed standard, such Manager, Member, Director director or officer shall act under such express standard and shall not be subject to any other or different standards. (c) Any Manager, Member, Liquidator, Director director or officer of the Manager or the Company may consult with legal counsel and accountants selected by it at its expense or with legal counsel and accountants for the Manager or the Company at the Company’s 's expense. Each Manager, Member, Liquidator, Director director and officer of the Manager or the Company shall be fully protected in relying in good faith upon the records of the Manager or the Company and upon information, opinions, reports, or statements presented by another Manager, Member, Liquidator, Director director or officer, or employee of the Manager or the Company, or committees of the BoardManager, Liquidator or the Company, or by any other Person (including, without limitation, legal counsel and public accountants) as to matters that the Manager, Member, Liquidator, Director director or officer reasonably believes are within such other Person’s 's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income or Net Losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors might properly be paid.

Limitation of Liability. Exculpation. (a) No (i) Director Manager or Member of the Company, nor any of their respective Subsidiaries or Affiliates nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”), nor (iii) any of their heirs, executors, successors and assignsassigns ((i), (i) and (iii), each, an “Indemnitee”), shall be liable to the Company or any Member for any act or omission by such individual or entity Indemnitee in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors Manager (or any former DirectorManager), by reason of his or her its status as Director Manager (or former DirectorManager), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member Company (or any other Director Manager or former DirectorManager), (ii) the repayment of any Capital Contribution of any Member (other than himself) Manager or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director)Manager. To the extent any portion of this Section 4.7 4.15 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control with respect to the matters set forth therein. (b) Notwithstanding Subject to Section 4.4(b), notwithstanding any other provision of this Agreement or other applicable provision of law or equity, whenever in this Agreement a Manager, Member, Director director or officer of the Manager or the Company is permitted or required to make a decision (i) in its “sole discretion,” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such Manager, Member, Director director or officer shall be entitled to consider only such interests and factors as it desires in good faith and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members, or (ii) in its “good faith” or under another expressed standard, such Manager, Member, Director director or officer shall act under such express standard and shall not be subject to any other or different standards. (c) Any Manager, Member, Liquidator, Director director or officer of the Manager or the Company may consult with legal counsel and accountants selected by it at its expense or with legal counsel and accountants for the Manager or the Company at the Company’s expense. Each Manager, Member, Liquidator, Director director and officer of the Manager or the Company shall be fully protected in relying in good faith upon the records of the Manager or the Company and upon information, opinions, reports, or statements presented by another Manager, Member, Liquidator, Director director or officer, or employee of the Manager or the Company, or committees of the BoardManager, Liquidator or the Company, or by any other Person (including, without limitation, legal counsel and public accountants) as to matters that the Manager, Member, Liquidator, Director director or officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income or Net Losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors might properly be paid.

Limitation of Liability. Exculpation. (a) No (i) Director or Member The debts, obligations and liabilities of the Company, nor whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or Manager shall be obligated personally for any such debt, obligation or liability of their respective Subsidiaries the Company solely by reason of being a Member or Affiliates nor Manager. (iib) any No Member, Manager or Officer of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”), nor (iii) any of their heirs, executors, successors and assigns, the Company shall be liable to the Company or to any Member for any act action (or omission by such individual or entity in connection with the conduct of affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors (or any former Director), by reason of his or her status as Director (or former Director), have any liability or responsibility for (iact) any Indebtedness, duties, Liabilities or any other obligations of the Company, any other Member or former Member or any other Director or former Director, (ii) the repayment of any Capital Contribution of any Member (other than himself) or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director). To the extent any portion of this Section 4.7 directly conflicts with any of the Transaction Documents, other than this Agreement, such other Transaction Document shall control taken with respect to the matters set forth therein. (b) Notwithstanding any other provision of this Agreement or other applicable provision of law or equity, whenever in this Agreement a Company so long as such Member, Director Manager or officer of the Company is permitted or required to make a decision Officer: (i) acted in its “sole discretion,” or under good faith and in a grant manner such Person reasonably believed to be in the best interests of similar authority or latitude, such Member, Director or officer shall be entitled to consider only such interests and factors as it desires and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members, or Company; (ii) was neither grossly negligent nor engaged in its “good faith” fraud or under another expressed standard, such willful malfeasance; (iii) did not breach this Agreement in any material respect; and (iv) did not knowingly violate any material law. A Member, Director Manager or officer shall act under such express standard and shall not be subject to any other or different standards. (c) Any Member, Liquidator, Director or officer of the Company may consult with legal counsel and accountants selected by it at its expense or with legal counsel and accountants for the Company at the Company’s expense. Each Member, Liquidator, Director and officer of the Company an Officer shall be fully protected in relying and justified with respect to any action or omission taken or suffered by such Person in good faith if such action or omission was taken or suffered in reliance upon and in accordance with the records opinion or advice as to matters of the Company and upon informationlaw, opinionsof legal counsel or, reportsas to matters of accounting, or statements presented by another of accountants selected with reasonable care so long as such Member, Liquidator, Director Manager or officer, or employee Officer: (i) acted in good faith and in a manner such Person reasonably believed to be in the best interests of the Company; (ii) was neither grossly negligent nor engaged in fraud or willful malfeasance; (iii) did not breach this Agreement in any material respect; and (iv) did not knowingly violate any material law. A failure to observe any formalities or requirements of this Agreement, or committees of the Board, Liquidator Certificate or the CompanyBusiness Code shall not be grounds for imposing personal liability on any Members, Manager or by any other Person (including, without limitation, legal counsel and public accountants) as to matters that the Member, Liquidator, Director or officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income or Net Losses Officer for liabilities of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors might properly be paid.

Limitation of Liability. Exculpation. (a) No (iExcept to the extent set forth in Sections 4.9(b) Director or 5.4, no Member of the Company, nor any of their respective its Subsidiaries or Affiliates (including any stockholder of REG, Marquee Holdings or Cinemark that would be deemed an Affiliate but for the exception set forth in subsections (iii), (iv) or (v) of the definition of Affiliate herein, or any of such stockholder’s Affiliates) nor (ii) any of their respective direct or indirect officers, directors, trustees, members, managers, partners, equity holders, employees or agents (each, a “Representative”)agents, nor (iii) any of their heirs, executors, successors and assigns, nor any Director or Officer (individually, an “Indemnitee”), shall be liable to the Company or any Member for any act or omission by such individual or entity Indemnitee in connection with the conduct of the affairs of the Company or otherwise incurred in connection with the Company or this Agreement or the matters contemplated herein, in each case unless such act or omission was the result of gross negligence or willful misconduct or constitutes a breach of, or a failure to comply with this Agreement. Except as provided with, any agreement between (x) such Member or its Subsidiaries or Affiliates and (y) the Company or another Member or their Subsidiaries or Affiliates. (b) In making any decisions in the LLC Act, the Investment Company Act, this Agreement or as otherwise expressly agreed, in no event shall the Directors (or any former Director), by reason of his or her status capacity as Director, each Director (or former Director), have any liability or responsibility for (i) any Indebtedness, duties, Liabilities or any other obligations shall be entitled to consider only the interests of the Company, any other Member who appointed him or former Member or any other Director or former Director, (ii) the repayment of any Capital Contribution of any Member (other than himself) or (iii) any act or omission of any other Member (or former Member) or any other Director (or former Director)her. To the extent that, at law or in equity, a Director or Member has duties (including fiduciary duties) or liabilities relating to the Company or to any portion Member, such Director or Member acting under this Agreement or pursuant to Section 3.6 shall not be liable to the Company or to any Member for any breaches of such duties (whether intentional, willful, knowing or otherwise); provided, however, this Section 4.7 directly conflicts with 4.9(b) shall not eliminate any Director’s or Member’s (i) implied contractual covenant of the Transaction Documentsgood faith and fair dealing, other than this Agreement, such other Transaction Document shall control with respect to the matters nor (ii) indemnification rights set forth thereinin Section 4.10(a), including any limitations thereto. (bc) Notwithstanding any other provision of this Agreement or other otherwise applicable provision of law or equitylaw, whenever in this Agreement a MemberDirector, Director Officer or officer of the Company Member is permitted or required to take any action or to make a decision (i) in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, such MemberDirector, Director Officer or officer Member shall be entitled to consider only consider, and make its determination based upon, such interests and factors as it desires desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the Members, or (ii) in its “good faith” or under another expressed standard, such MemberDirector, Director Officer or officer Member shall act under such express standard and shall not be subject to any other or different standards. (cd) Any MemberDirector, LiquidatorOfficer, Director Liquidator or officer of the Company Member may consult with legal counsel and accountants selected by it at its expense or with legal counsel and accountants for the Company at the Company’s expense. Each MemberDirector, LiquidatorOfficer, Director Liquidator and officer of the Company Member shall be fully protected in relying in good faith upon the records of the Company and upon information, opinions, reports, reports or statements presented by another Director, Officer, Liquidator or Member, Liquidator, Director or officer, or employee of the Company, or committees of the Board, Liquidator Company or the CompanyMembers, or by any other Person (including, without limitation, legal counsel and public accountants) as to matters that the MemberDirector, LiquidatorOfficer, Director Liquidator or officer Member reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income or Net Losses of the Company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors might properly be paid.