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 any Group Member 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 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.
Appears in 5 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Marlin Midstream Partners, LP), Limited Liability Company Agreement (Cypress Energy Partners, L.P.)
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 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 approved by the Board in accordance with the provisions, and subject to the limitations 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 the Board or any Director to the Company or the Members.
Appears in 3 contracts
Samples: Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP), Limited Liability Company Agreement (American Midstream Partners, LP)
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 any Group Member 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 Partnership Agreement or any Group Member 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.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Williams Companies Inc), Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Agreement and Plan of Merger
