Members and Unitholders. To the fullest extent permitted by law and notwithstanding any duty otherwise existing at law or in equity, no Member or Unitholder, solely in its capacity as such, shall owe any fiduciary duty to the Company, the Manager, any Member, any Unitholder or any other Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Nothing in this Section 5.4(a) shall limit the liabilities, duties or obligations of any Member or Unitholder acting in his or her capacity as an officer or manager pursuant to any other provision of this Agreement.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Powerschool Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.), Limited Liability Company Agreement (Maravai Lifesciences Holdings, Inc.)
Members and Unitholders. To the fullest extent permitted by law and notwithstanding any duty otherwise existing at law or in equity, no Member or Unitholder, solely in its capacity as such, shall owe any fiduciary duty to the Company, the Manager, any Member, any Unitholder or any other Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Nothing in this Section 5.4(a5.5(a) shall limit the liabilities, duties or obligations of any Member Member, Management Investor or Unitholder acting in his or her capacity as an officer or manager pursuant to any other provision of this Agreement.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Carvana Co.), Limited Liability Company Agreement (Carvana Co.), Limited Liability Company Agreement (Carvana Co.)
Members and Unitholders. To the fullest extent permitted by law and notwithstanding any duty otherwise existing at law or in equity, no Member or Unitholder, solely in its capacity as such, shall owe any fiduciary duty to the Company, the ManagerManaging Member, any Member, any Unitholder or any other Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Nothing in this Section 5.4(a) shall limit the liabilities, duties or obligations of any Member or Unitholder acting in his or her capacity as an officer or manager pursuant to any other provision of this Agreement.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.)
Members and Unitholders. To the fullest extent permitted by law and notwithstanding any duty otherwise existing at law or in equity, no Member or Unitholder, solely in its capacity as such, shall owe any fiduciary duty to the Company, the Manager, any Member, any Unitholder or any other Person bound by this Agreement, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Nothing in this Section 5.4(a5.5(a) shall limit the liabilities, duties or obligations of any Member or Unitholder acting in his or her capacity as an officer or manager pursuant to any other provision of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Allvue Systems Holdings, Inc.)
