Performance by the Manager. The Manager shall cause the Company and its Subsidiaries to comply with the provisions of this Agreement. Notwithstanding the foregoing, it is understood and agreed that actions or inactions by the Company and the Manager and their respective Subsidiaries shall not be deemed to be breaches or violations or failures to perform by Parent or its Subsidiaries of any of the provisions of this Agreement unless such action or inaction was or was not taken at the direction of or on the recommendation of, or with respect to the Company and the Manager and their respective Subsidiaries and subject to Section 6.2(b), with the consent of, Parent.
Performance by the Manager. (a) The Services shall be performed or arranged by the officers, employees, agents and contractors of the Manager as determined by the Manager in its sole discretion.
(b) The Manager shall use its reasonable efforts, skill and judgment in the performance of the Services. The Manager shall perform or cause the Services to be performed in material compliance with applicable laws, rules and regulations, including, without limitation, those pertaining to labor, employment and franchising.
(c) In providing the Services, the Manager shall have a duty to act, and to cause its agents to act, in a reasonably prudent manner, but neither the Manager nor any director, officer, employee, or agent of the Manager shall be liable to the Company or any third party for any error in judgment or mistake of law or for any loss incurred in connection with the matters to which this Agreement relates, except that the Manager shall be responsible for a loss resulting from malfeasance, bad faith or gross negligence on the part of the Manager or its directors, officers, employees or agents.
(d) The relationship created between the Manager and the Company pursuant to this Agreement shall be solely that of independent contractors, and neither the execution nor performance of this Agreement shall create any partnership or joint venture relationship between the Manager and the Company.
