Common use of Performance of Duties; Liability of Managers and Officers Clause in Contracts

Performance of Duties; Liability of Managers and Officers. (a) In performing his or her duties, each Manager shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company and its Subsidiaries or any facts pertinent to the existence and amount of assets from which Distributions to Members might properly be made), of the following other Persons or groups: (i) one or more officers or employees of any of the Company’s Subsidiaries, (ii) any attorney, independent accountant, financial advisor, consultant or other Person employed or engaged by the Company or any of its Subsidiaries, or (iii) any other Person who has been selected by or on behalf of the Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. (b) No individual who is a director, officer, employee, member, partner or direct or indirect owner of the Company or any of its Subsidiaries, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise solely by reason of being a director, officer, employee, member, partner or direct or indirect owner of the Company or any combination of the foregoing. (c) No director, officer, employee, member, partner or direct or indirect owner of the Company or any of its Subsidiaries, or any combination of the foregoing, shall be liable to the Company or any Member for any act or omission, including any mistake of fact or error in judgment taken, suffered or made by such Person in good faith and with the belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Person, provided, that such act or omission does not constitute fraud, willful misconduct, or gross negligence (as defined under Delaware law) in the conduct of such Person’s office. (d) To the maximum extent permitted by applicable Law, including Section 18-1101 of the Delaware Act, or in equity, to the extent that, at law or in equity, subject to, and as limited by the provisions of this Agreement, an Officer or Manager, in the performance of his or her duties as such, owes to the Company and its Members duties (including fiduciary duties) to the Company, a Member or any other Person, such Officer’s or Manager’s duties are irrevocably waived, released and eliminated, including as may result from a conflict of interest between the Company or such Subsidiary and such Person. Each Member acknowledges and agrees that in connection with such waiver, including as may result from a conflict of interest, each such Person may act in his, her or its own best interests (including his, her or its interests as a member or employee of a Member or any Affiliate of a Member). With respect to any waived conflict of interest, no Manager or Officer shall be obligated to recommend or take any action that prefers the interests of the Company or any Subsidiary over the interests of such Manager or Officer or the Members.

Performance of Duties; Liability of Managers and Officers. (a) In Without limiting Section 12.2, in performing his or her duties, each Manager of the Managers and the Officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company and its Subsidiaries or any facts pertinent to the existence and amount of assets from which Distributions to Members might properly be madepaid), of the following other Persons or groups: (i) one or more officers Officers or employees of any of the Company’s Subsidiaries, ; (ii) any attorney, independent accountant, financial advisor, consultant or other Person employed or engaged by the Company or any of its Subsidiaries, Company; or (iii) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its SubsidiariesCompany, in each case, case as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. (b) . The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Delaware Act. No individual who is a director, officer, employee, member, partner Manager or direct or indirect owner an Officer of the Company or any of its SubsidiariesCompany, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation obligation, or liability of the Company, whether that liability or obligation arises in contract, tort tort, or otherwise otherwise, solely by reason of being a director, officer, employee, member, partner Manager or direct or indirect owner an Officer of the Company or any combination of the foregoing. (c) No director. To the fullest extent permitted by the Delaware Act or the Delaware General Corporation Law, officeras the same may be amended from time to time, employeeas if it were applicable to the Company, member, partner or direct or indirect owner with respect to the liability of a director of a corporation incorporated under the laws of the Company State of Delaware to such corporation or any of its Subsidiariesstockholders, a Manager or any combination of the foregoing, a Member Officer shall not be liable to the Company or any Member for any act or omission, including any mistake of fact or error in judgment taken, suffered or made by such Person in good faith and with the belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Person, provided, that such act or omission does not constitute fraud, willful misconduct, or gross negligence (as defined under Delaware law) in the conduct of such Person’s office. (d) To the maximum extent permitted by applicable Law, including Section 18-1101 of the Delaware Act, or in equity, to the extent that, at law or in equity, subject to, and as limited by the provisions of this Agreement, an Officer or Manager, in the performance of his or her duties as such, owes to the Company and its Members duties (including for monetary damages for a breach of fiduciary duties) to the Company, a Member or any other Person, such Officer’s or Manager’s duties are irrevocably waived, released and eliminated, including as may result from a conflict of interest between the Company or such Subsidiary and such Person. Each Member acknowledges and agrees that in connection with such waiver, including as may result from a conflict of interest, each such Person may act in his, her or its own best interests (including his, her or its interests duty as a member or employee of a Member or any Affiliate of a Member). With respect to any waived conflict of interest, no Manager or Officer shall be obligated to recommend or take any action that prefers the interests of the Company or any Subsidiary over the interests of such Manager or Officer or the Membersan Officer.

Performance of Duties; Liability of Managers and Officers. (a) In Without limiting Section 12.2, in performing his or her duties, each of the Managers, the Independent Manager and the Officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company and its Subsidiaries or any facts pertinent to the existence and amount of assets from which Distributions to Members might properly be madepaid), of the following other Persons or groups: (i) one or more officers Officers or employees of any of the Company’s Subsidiaries, ; (ii) any attorney, independent accountant, financial advisor, consultant or other Person employed or engaged by the Company or any of its Subsidiaries, Company; or (iii) any other Person who has been selected with reasonable care by or on behalf of the Company or any of its SubsidiariesCompany, in each case, case as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. (b) . The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Delaware Act. No individual who is a directorManager, officer, employee, member, partner the Independent Manager or direct or indirect owner an Officer of the Company or any of its SubsidiariesCompany, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation obligation, or liability of the Company, whether that liability or obligation arises in contract, tort tort, or otherwise otherwise, solely by reason of being a directorManager, officer, employee, member, partner the Independent Manager or direct or indirect owner an Officer of the Company or any combination of the foregoing. (c) No director. To the fullest extent permitted by the Delaware Act or the Delaware General Corporation Law, officeras the same may be amended from time to time, employeeas if it were applicable to the Company, member, partner or direct or indirect owner with respect to the liability of a director of a corporation incorporated under the laws of the Company State of Delaware to such corporation or any of its Subsidiariesstockholders, a Manager, the Independent Manager or any combination of the foregoing, a Member Officer shall not be liable to the Company or any Member its Members for any act or omission, including any mistake monetary damages for a breach of fact or error in judgment taken, suffered or made by such Person in good faith and with the belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Person, provided, that such act or omission does not constitute fraud, willful misconduct, or gross negligence (fiduciary duty as defined under Delaware law) in the conduct of such Person’s office. (d) To the maximum extent permitted by applicable Law, including Section 18-1101 of the Delaware Act, or in equity, to the extent that, at law or in equity, subject to, and as limited by the provisions of this Agreement, an Officer or a Manager, in the performance of his or her duties as such, owes to the Company and its Members duties (including fiduciary duties) to the Company, a Member or any other Person, such Officer’s or Manager’s duties are irrevocably waived, released and eliminated, including as may result from a conflict of interest between the Company or such Subsidiary and such Person. Each Member acknowledges and agrees that in connection with such waiver, including as may result from a conflict of interest, each such Person may act in his, her or its own best interests (including his, her or its interests as a member or employee of a Member or any Affiliate of a Member). With respect to any waived conflict of interest, no Independent Manager or Officer shall be obligated to recommend or take any action that prefers the interests of the Company or any Subsidiary over the interests of such Manager or Officer or the Membersan Officer.