Common use of OBLIGATIONS OF MANAGER; RESTRICTIONS Clause in Contracts

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, would adversely affect the status of the Acquired Companies as a corporation in good standing or a foreign corporation in good standing in such jurisdictions in which the Acquired Companies are required to so qualify or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Acquired Companies or that would otherwise not be permitted by such entity’s respective Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or Acquired Companies, the Board of Directors, or the Company’s or any Acquired Company’s stockholders, employees or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) would adversely and materially affect SpinCo’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the status of the Acquired Companies as a corporation in good standing Investment Company Act or a foreign corporation in good standing in such jurisdictions in which the Acquired Companies are required to so qualify or that, in its sole judgment made in good faith, (ii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Acquired Companies SpinCo or any Subsidiary or that would otherwise not be permitted by such entitySpinCo’s respective Governing Instruments. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any person providing sub-advisory services to the Manager shall not be liable to the Company SpinCo or Acquired Companiesany Subsidiary, the Board of DirectorsTrustees, or the CompanySpinCo’s or any Acquired CompanySubsidiary’s stockholders, employees members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 12 of this Agreement.