Common use of Responsibility and Authority of the Board Director Standards of Conduct Clause in Contracts

Responsibility and Authority of the Board Director Standards of Conduct. (a) The Board may exercise only such powers of the Company and do such acts and things as are expressly authorized by this Agreement or the ETE Agreement. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter relating to ETE that is approved by the Board in accordance with the provisions, and subject to the limitations of the ETE Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (b) Whenever the Directors (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 ETE for which the Company or the Directors are required to act in accordance with a particular standard under the ETE Agreement, as applicable, then the Directors 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 higher standard or other duties (including fiduciary duties) imposed by this Agreement, the ETE Agreement, any other agreement contemplated hereby or under the Act or any other Law or at equity. (c) To the extent that the Directors (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 6.7(b) under any express authorization or direction of the Managing Member or a Member Majority, then unless another express standard is provided for in this Agreement or the ETE Agreement, the Directors 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 and, to the fullest extent permitted by Law, shall not otherwise be subject to any higher standard or other duties (including fiduciary duties) imposed by this Agreement, the ETE Agreement, any other agreement contemplated hereby or under the Act or any other Applicable Law or at equity.

Responsibility and Authority of the Board Director Standards of Conduct. (a) The Board may exercise only such powers of the Company and do such acts and things as are expressly authorized by this Agreement, the Partnership Agreement or the ETE any Group Member Agreement. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter relating to ETE that is approved by the Board in accordance with the provisions, and subject to the limitations of the ETE Partnership Agreement or any Group Member Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (b) Whenever the Directors (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 ETE Partnership Group for which the Company or the Directors are required to act in accordance with a particular standard under the ETE Partnership Agreement or any Group Member Agreement, as applicable, then the Directors 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 higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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 Directors (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 6.7(b8.6(b) under any express authorization or direction of the Managing Member or Members representing a Member MajorityMajority Interest that may be in effect from time to time, then unless another express standard is provided for in this Agreement or the ETE Partnership Agreement or any Group Member Agreement, the Directors 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 Lawlaw, shall not otherwise be subject to any higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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 the Board Director Standards of Conduct. (a) The Board may exercise only such powers of the Company and do such acts and things as are expressly authorized by this Agreement, the Partnership Agreement or the ETE any Group Member Agreement. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter relating to ETE that is approved by the Board in accordance with the provisions, and subject to the limitations of the ETE Partnership Agreement or any Group Member Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (b) Whenever the Directors (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 ETE Partnership Group for which the Company or the Directors are required to act in accordance with a particular standard under the ETE Partnership Agreement or any Group Member Agreement, as applicable, then the Directors 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 higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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 Directors (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 6.7(b8.6(b) under any express authorization or direction of the Managing Member or Members representing a Member MajorityMajority Interest that may be in effect from time to time, then unless another express standard is provided for in this Agreement or the ETE Partnership Agreement or any Group Member Agreement, the Directors 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 Lawlaw, shall not otherwise be subject to any higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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 the Board Director Standards of Conduct. (a) The Board may exercise only such powers of the Company and do such acts and things as are expressly authorized by this Agreement, the Partnership Agreement or the ETE any Partnership Group Member Agreement. Notwithstanding any duty (including any fiduciary duty) otherwise existing at law or in equity, any matter relating to ETE the Partnership Group that is approved by the Board in accordance with the provisions, and subject to the limitations of the ETE Partnership Agreement or any Partnership Group Member Agreement, shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the MembersSole Member. (b) Whenever the Directors (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 ETE Partnership Group for which the Company or the Directors are required to act in accordance with a particular standard under the ETE Partnership Agreement or any Partnership Group Member Agreement, as applicable, then the Directors 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 higher standard or other duties (including fiduciary duties) imposed by this Agreement, the ETE Partnership Agreement, any Partnership 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 Directors (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 6.7(b5.7(b) under any express authorization or direction of the Managing Member or a Member MajoritySole Member, then unless another express standard is provided for in this Agreement or the ETE Partnership Agreement or any Partnership Group Member Agreement, the Directors 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 Sole Member and, to the fullest extent permitted by Law, shall not otherwise be subject to any higher standard or other duties (including fiduciary duties) imposed by this Agreement, the ETE Partnership Agreement, any Partnership Group Member Agreement, any other agreement contemplated hereby or under the Act or any other Applicable Law or at equity.

Responsibility and Authority of the Board Director Standards of Conduct. (a) The Board may exercise only such powers of the Company and do such acts and things as are expressly authorized by this Agreement, the Partnership Agreement or the ETE any Group Member 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 relating to ETE that is approved by the Board in accordance with the provisions, and subject to the limitations limitations, of the ETE this Agreement, the Partnership Agreement or any Group Member Agreement shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (b) Whenever the Directors (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 ETE Partnership Group for which the Company or the Directors are required to act in accordance with a particular standard under the ETE Partnership Agreement or any Group Member Agreement, as applicable, then the Directors 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 higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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 Directors (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 6.7(b) under any express authorization or direction of the Managing Member or a Member Majority7.12(b), then then, unless another express standard is provided for in this Agreement, the Partnership Agreement, any Group Member Agreement or the ETE Agreementany other agreement contemplated hereby or thereby, the Directors 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 and, to the fullest extent permitted by Applicable Law, shall not otherwise be subject to any higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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. (d) The Class D Directors shall be subject to the requirements and restrictions applicable to the Class D Member set forth in Section 3.4 with respect to the distribution of any information or copies of the Company’s books or records that are received by the Class D Directors in their capacity as Directors.

Responsibility and Authority of the Board Director Standards of Conduct. (a) The Board may exercise only such powers of the Company and do such acts and things as are expressly authorized by this Agreement, the Partnership Agreement or the ETE any Group Member 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 relating to ETE that is approved by the Board in accordance with the provisions, and subject to the limitations limitations, of the ETE this Agreement, the Partnership Agreement or any Group Member Agreement shall not be deemed to be a breach of any duties owed by the Board or any Director to the Company or the Members. (b) Whenever the Directors (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 ETE Partnership Group for which the Company or the Directors are required to act in accordance with a particular standard under the ETE Partnership Agreement or any Group Member Agreement, as applicable, then the Directors 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 higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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 Directors (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 6.7(b) under any express authorization or direction of the Managing Member or a Member Majority7.12(b), then then, unless another express standard is provided for in this Agreement, the Partnership Agreement, any Group Member Agreement or the ETE Agreementany other agreement contemplated hereby or thereby, the Directors 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 Class A Members and the Class C Members and, to the fullest extent permitted by Applicable Law, shall not otherwise be subject to any higher standard other or other different standards or duties (including fiduciary duties) imposed by this Agreement, the ETE 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.