Other Duties Excluded. Except as expressly set forth in Section 5.6(a) with respect to certain Managers and as expressly set forth in Section 5.6(b) with respect to Officers, to the maximum extent permitted by applicable Law, NGR Management and each Member agrees that none of the Board, the Managers, the Officers, the Members or any of their respective Affiliates, officers, employees, partners, members, managers, shareholders, employees, agents or representatives shall owe any fiduciary duty to NGR Management, New Gulf or itstheir Subsidiaries or any other Member. Each Member hereby waives, to the fullest extent permitted by the Delaware Act, any claim or cause of action against the Board, each Manager, each Member, each Officer (in their capacity as such) and their respective Affiliates, officers, employees, partners, members, managers, shareholders, employees, agents or representatives for any claims relating to any breach of any fiduciary duty to NGR Management or the Members, or any of the Subsidiaries, by any such Person; provided that, with respect to actions or omissions by a Management Investor in such Person’s capacity as a Manager, an Officer, director, employee or service provider of NGR Management or any of its Subsidiaries, such waiver shall not apply to the extent the act or omission was attributable to such Management Investor’s breach of the standard of duty set forth in Section 5.6(b) above or a violation of the duties set forth in an Equity Agreement or Employment Agreement, 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), New Gulf or their Subsidiaries or any other Member, by any such Person. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person (other than a Management Investor)the Board, each Manager, each Member or each Officer may act in the best interests of such Person or its Affiliates, officers, employees, partners, members, managers, shareholders, employees, agents or representatives (subject to the limitations set forth above in this Section 5.6(c)absent fraud or intentional misconduct or breach of the implied contractual covenant of good faith and fair dealing). In furtherance of the foregoing, except as expressly set forth in Section 5.6(a), it is the intent and agreement of the Members that all fiduciary dutie...
