Common use of Responsibility and Authority of Officers Officer Standards of Conduct Clause in Contracts

Responsibility and Authority of Officers Officer Standards of Conduct. (a) The Officers may exercise only such powers of the Company and do such acts and things as are expressly authorized or delegated by this Agreement, the Partnership Agreement or any Group Member Agreement or by the Board. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter approved by the Board in accordance with the provisions, and subject to the limitations, of this Agreement, the Partnership Agreement or any Group Member Agreement, shall not be deemed to be a breach of any duties owed by any Officer to the Company or the Members. (b) Whenever the Officers (in their capacities as such) make a determination or cause the Company to take or decline to take any action relating to the management and control of the business and affairs of the Partnership Group for which the Company is required to act in accordance with a particular standard under the Partnership Agreement or any Group Member Agreement, as applicable, then the Officers shall make such determination or cause the Company to take or decline to take such other action in accordance with such standard and, to the fullest extent permitted by Applicable Law, shall not be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Act or any other Applicable Law or at equity. (c) To the extent that the Officers (in their capacities as such) make a determination or cause the Company to take or decline to take any other action in any circumstance not described in Section 9.3(b), then unless another express standard is provided for in this Agreement or the Partnership Agreement or a Group Member Agreement, the Officers shall make such determination or cause the Company to take or decline to take such other action in the subjective belief that the determination or other action is in the best interest of the Members representing a Majority Interest and, to the fullest extent permitted by law, shall not otherwise be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Act or any other Applicable Law or at equity.

Responsibility and Authority of Officers Officer Standards of Conduct. (a) The Officers may exercise only such powers of the Company and do such acts and things as are expressly authorized or delegated by this Agreement, the Partnership Agreement or any Group Member Agreement or by the BoardBoard consistently with this Agreement. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter approved by the Board in accordance with the provisions, and subject to the limitations, of this Agreement, the Partnership Agreement or any Group Member Agreement, shall not be deemed to be a breach of any duties owed by any Officer to the Company or the Members. (b) Whenever the Officers (in their capacities as such) make a determination or cause the Company to take or decline to take any action relating to the management and control of the business and affairs of the Partnership Group for which the Company is required to act in accordance with a particular standard under the Partnership Agreement or any Group Member Agreement, as applicable, then the Officers shall make such determination or cause the Company to take or decline to take such other action in accordance with such standard and, to the fullest extent permitted by Applicable Law, shall not be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Act or any other Applicable Law or at equity. (c) To the extent that the Officers (in their capacities as such) make a determination or cause the Company to take or decline to take any other action in any circumstance not described in Section 9.3(b8.10(b), then unless another express standard is provided for in this Agreement or the Partnership Agreement or a Group Member Agreement, the Officers shall make such determination or cause the Company to take or decline to take such other action in the subjective belief that the determination or other action is in the best interest of the Members representing a Majority Interest and, to the fullest extent permitted by law, shall not otherwise be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Act or any other Applicable Law or at equity.

Responsibility and Authority of Officers Officer Standards of Conduct. (a) The Officers may exercise only such powers of the Company and do such acts and things as are expressly authorized or delegated by this Agreement, the Partnership Agreement or any Group Member Agreement or delegated to them by the BoardBoard in accordance with this Agreement. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law under the Act or any other Applicable Law or in equity, any matter approved by the Board in accordance with the provisions, and subject to the limitations, of this Agreement, the Partnership Agreement or any Group Member Agreement, Agreement shall not be deemed to be a breach of any duties owed by any Officer to the Company or the Members. (b) Whenever the Officers (in their respective capacities as such) make a determination or cause the Company to take or decline to take any action relating to the management and control of the business and affairs of the Partnership Group for which the Company is or the Officers are required to act in accordance with a particular standard under the Partnership Agreement or any Group Member Agreement, as applicable, then the Officers shall make such determination or cause the Company to take or decline to take such other action in accordance with such standard and, to the fullest extent permitted by Applicable Law, shall not be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or thereby, or under the Act or any other Applicable Law or at in equity. (c) To the extent that the Officers (in their respective capacities as such) make a determination or cause the Company to take or decline to take any other action in any circumstance not described in Section 9.3(b8.11(b), then then, unless another express standard is provided for in this Agreement, the Partnership Agreement, any Group Member Agreement or the Partnership Agreement any other agreement contemplated hereby or a Group Member Agreementthereby, the Officers shall make such determination or cause the Company to take or decline to take such other action in the subjective belief that the determination or other action is in not adverse to the best interest of the Members representing a Majority Interest and, to the fullest extent permitted by lawApplicable Law, shall not otherwise be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or thereby, or under the Act or any other Applicable Law or at in equity.

Responsibility and Authority of Officers Officer Standards of Conduct. (a) The Officers may exercise only such powers of the Company and do such acts and things as are expressly authorized or delegated by this Agreement, the Partnership Agreement or any Group Member Agreement or delegated to them by the BoardBoard in accordance with this Agreement. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law under the Act or any other Applicable Law or in equity, any matter approved by the Board in accordance with the provisions, and subject to the limitations, of this Agreement, the Partnership Agreement or any Group Member Agreement, Agreement shall not be deemed to be a breach of any duties owed by any Officer to the Company or the Members. (b) Whenever the Officers (in their respective capacities as such) make a determination or cause the Company to take or decline to take any action relating to the management and control of the business and affairs of the Partnership Group for which the Company is or the Officers are required to act in accordance with a particular standard under the Partnership Agreement or any Group Member Agreement, as applicable, then the Officers shall make such determination or cause the Company to take or decline to take such other action in accordance with such standard and, to the fullest extent permitted by Applicable Law, shall not be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or thereby, or under the Act or any other Applicable Law or at in equity. (c) To the extent that the Officers (in their respective capacities as such) make a determination or cause the Company to take or decline to take any other action in any circumstance not described in Section 9.3(b8.11(b), then then, unless another express standard is provided for in this Agreement, the Partnership Agreement, any Group Member Agreement or the Partnership Agreement any other agreement contemplated hereby or a Group Member Agreementthereby, the Officers shall make such determination or cause the Company to take or decline to take such other action in the subjective belief that the determination or other action is in not adverse to the best interest of the Class A Members representing a Majority Interest and the Class C Members and, to the fullest extent permitted by lawApplicable Law, shall not otherwise be subject to any other or different standards or duties (including fiduciary duties) imposed by this Agreement, the Partnership Agreement, any Group Member Agreement, any other agreement contemplated hereby or thereby, or under the Act or any other Applicable Law or at in equity.