Common use of Reliance, Etc Clause in Contracts

Reliance, Etc. Notwithstanding any other provision of this Agreement, an Indemnified Person or Exempted Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for its, his or her good faith reliance on the provisions of this Agreement. Whenever in this Agreement any Member (in each case, other than the Managing Member or any Person who is also an officer or employee of the Company or any of its Subsidiaries) is permitted or required to make a decision (i) in its, his or her discretion or under a grant of similar authority, he, she or it shall be entitled to consider only such interests and factors as such Indemnified Person desires, including its, his or her own and its, his or her Affiliates’ interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Member or any other Person, or (ii) in its, his or her good faith or under another express standard, he, she or it shall act under such express standard and shall not be subject to any other or different standards; provided, further, that, for the avoidance of doubt, the Managing Member shall not take any actions in contravention of its duties set forth in Article VII.

Reliance, Etc. Notwithstanding any other provision of this Agreement, an Indemnified Person or Exempted Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for its, his or her good faith reliance on the provisions of this Agreement. Whenever in this Agreement any Member (in each case, other than the Managing Member Manager or any Person who is also an officer or employee of the Company or any of its Subsidiaries) is permitted or required to make a decision (i) in its, his or her discretion or under a grant of similar authority, he, she or it shall be entitled to consider only such interests and factors as such Indemnified Person desires, including its, his or her own and its, his or her Affiliates’ interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Member or any other Person, or (ii) in its, his or her good faith or under another express standard, he, she or it shall act under such express standard and shall not be subject to any other or different standards; provided, further, that, for the avoidance of doubt, the Managing Member Manager shall not take any actions in contravention of its duties set forth in Article ‎Article VII.

Reliance, Etc. Notwithstanding any other provision of this Agreement, an Indemnified Person or Exempted Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for its, his or her such Person’s good faith reliance on the provisions of this Agreement. Whenever in this Agreement any Member or Board Member (in each case, other than the Managing Member or any a Person who is also an officer or employee of the Company or any of its Subsidiaries) is permitted or required to make a decision (ia) in its, his or her such Person’s discretion or under a grant of similar authority, he, she or it such Person shall be entitled to consider only such interests and factors as such Indemnified Exempted Person desires, including its, his or her own the interests of such Person’s and its, his or her Affiliates’ interestsAffiliates thereof, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Member, any Board Member or any other Person, or (iib) in its, his or her such Person’s good faith or under another express standard, he, she or it such Person shall act under such express standard and shall not be subject to any other or different standards; provided, furtherhowever, that, for that the avoidance of doubt, the Managing Member Board Members shall not take any actions in contravention of its their duties set forth in Article VIISection 14.3.