Common use of The Managing Member; Fiduciary Duties Clause in Contracts

The Managing Member; Fiduciary Duties. (a) SEI shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) In connection with the performance of its duties as the Managing Member of the Company, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use commercially reasonable efforts, as determined in good faith by the Managing Member, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of the Managing Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Managing Member, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differently.

The Managing Member; Fiduciary Duties. (a) SEI Pubco shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) In connection with the performance of its duties as the Managing Member of the Company, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use all commercially reasonable effortsand appropriate efforts and means, as determined in good faith by the Managing Member, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of the Managing Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Managing Member, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differently.

The Managing Member; Fiduciary Duties. (a) SEI SES Legacy shall be the sole Managing Member of the Company prior to the SESI Effective Time. Immediately upon the SESI Effective Time, without any further action by any Member (including the then Managing Member), SESI shall become the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties Members acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Managing Member will use commercially reasonable effortsotherwise existing at law or in equity, as determined in good faith are agreed by the Managing MemberMembers to replace, to minimize any conflict of interest between the Membersfullest extent permitted by applicable Law, on the one hand, such other duties and the stockholders liabilities of the Managing Member, on the . (c) Whenever in this Agreement or any other hand, and to effectuate any transaction that involves or affects any of the Companyagreement contemplated herein, the Managing MemberMember is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their shall be entitled to consider such interests relative and factors as it desires, including its own interests, and shall, to the stockholders fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Managing Member Company or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differentlyother Members.

The Managing Member; Fiduciary Duties. (a) SEI Rosehill shall be the sole Managing Member of the Company. Except as otherwise required by LawLaw or as explicitly set forth in this Agreement, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company.. Any action required or permitted to be taken by the Managing Member may be taken by a consent thereto in writing (b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties Members acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Managing Member will use commercially reasonable effortsotherwise existing at law or in equity, as determined in good faith are agreed by the Managing MemberMembers to replace, to minimize any conflict of interest between the Membersfullest extent permitted by applicable Law, on the one hand, such other duties and the stockholders liabilities of the Managing Member, on the . (c) Whenever in this Agreement or any other hand, and to effectuate any transaction that involves or affects any of the Companyagreement contemplated herein, the Managing MemberMember is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their shall be entitled to consider such interests relative and factors as it desires, including its own interests, and shall, to the stockholders fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Managing Member Company or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differentlyother Members.

The Managing Member; Fiduciary Duties. (a) SEI Pubco shall be the sole Managing managing Member of the Company. Except as otherwise required by Law, (i) the Managing managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing managing Member, and the Managing managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) In connection with the performance of its duties as the Managing managing Member of the Company, the Managing managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use all commercially reasonable effortsand appropriate efforts and means, as determined in good faith by the Managing Member, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of the Managing Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Managing Member, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differently; provided, that in the event of a conflict between the interests of the stockholders of the Managing Member and the interests of the other Members, the other Members agree that the Managing Member shall discharge its fiduciary duties to the other Members by acting in the best interests of the Managing Member’s stockholders.

The Managing Member; Fiduciary Duties. (a) SEI PubCo shall be the sole Managing Member of the Company. Except as otherwise required by LawLaw or expressly provided by this Agreement, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. Nothing set forth in this Agreement shall reduce or restrict the rights set forth in the Tax Receivable Agreement, subject to the terms and conditions thereof, and the Managing Member shall not cause or permit the Company to take any action or omit to take any action that would reduce or restrict any such right. (b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, and to the fullest extent permitted by Law, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties Members acknowledge that the Managing Member will take action through its board of directorsdirectors (and/or duly authorized committees thereof), and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use commercially reasonable efforts, as determined in good faith by the Managing Member, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of the Managing Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Managing Member, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differently.

The Managing Member; Fiduciary Duties. (a) SEI The Company shall managed by a single Managing Member (which shall be the sole Managing Member “manager,” as such term is defined in the Act of the Company) (the “Managing Member”). Except as otherwise required by LawLaw or for matters in which vote or approval of any Member is specifically required under this Agreement, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) The Managing Member may be any Person (other than a syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act) and may, but need not be, a Member. PubCo shall be the initial Managing Member as of the Effective Time and shall serve as the Managing Member from and after the date hereof until a successor Managing Member is duly elected pursuant to Section 6.6. (c) In connection with the performance of its duties as the Managing Member of the Company, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties acknowledge that PubCo, as the initial Managing Member and for so long as it continues to be the Managing Member Member, will take action through its board of directors, and that the members of the Managing MemberPubCo’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use commercially reasonable efforts, as determined in good faith by the Managing Member, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of the Managing Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Managing Member, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differentlyPubCo.

The Managing Member; Fiduciary Duties. (a) SEI PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) In Except as otherwise provided herein, in connection with the performance of its duties as the Managing Member of the Company, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation under the DGCL if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation; provided, that all Members acknowledge and agree that the Managing Member shall owe no fiduciary or other duty to any Member where this Agreement provides that the Managing Member may act or otherwise proceed in its sole discretion. The parties Members further acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use commercially reasonable efforts, as determined in good faith by . (c) Whenever a potential conflict of interest exists or arises between one or more Members (other than the Managing Member, to minimize any conflict of interest between the Members) or their respective Affiliates, on the one hand, and the stockholders of the Managing MemberMember or its Affiliates, on the other handother, and to effectuate any transaction that involves resolution or affects any course of the Company, the Managing Member, the Members and/or the stockholders of action by the Managing Member in respect of such conflict of interest shall be permitted and deemed approved by all Members, and shall not constitute a manner that does not breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, including any fiduciary duty, if the resolution or course of action in respect of such conflict of interest is (i) disadvantage approved by Special Approval (as defined in the Members PubCo LLC Agreement), (ii) if such conflict of interest exists with PubCo or any of its Subsidiaries, approved by holders of Units representing a majority of all Units (excluding Units held by PubCo) that are held by disinterested parties or, if such conflict exists with an Affiliate of PubCo (other than a Subsidiary of PubCo), approved by holders of Shares (as defined in the PubCo LLC Agreement) representing a majority of all Shares that are held by disinterred parties, (iii) on terms that, when taken together in their interests relative entirety, are no less favorable to the stockholders Company or the holders of Units held by disinterested parties, as applicable, than those generally being provided to or available from unrelated third parties, (iv) fair and reasonable to the Company taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Company or the holders of Units held by disinterested parties, as applicable) or (v) does not otherwise constitute a breach of a duty that would apply to officers or directors of a corporation subject to the DGCL. (d) The Managing Member shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the Managing Member may also adopt a resolution or (ii) advantage the stockholders course of action that has not received Special Approval. If Special Approval is not sought and the Managing Member relative approved the resolution or course of action taken with respect to the Members or (iii) treats the Members and the stockholders a conflict of interest, then it shall be presumed that, in making its decision, the Managing Member differentlyacted in accordance with any and all of its duties, whether express or implied, in equity or otherwise, and in any proceeding brought by any Member or by or on behalf of such Member or any other Member or the Company challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption.

The Managing Member; Fiduciary Duties. (a) SEI PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. The Managing Member shall not be compensated for its services as Managing Member of the Company except as expressly provided in this Agreement or approved by a majority in interest of the Members. (b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, including Section 6.1(c) and Section 7.4, the Managing Member acknowledges that it will owe to the Company and the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation and the stockholders thereof, respectively, if it were a member of the board of directors of such a corporation and the Members were stockholders of such a corporation. The parties Members acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use commercially reasonable efforts, as determined in good faith . (c) Any resolution or course of action by the Managing Member, to minimize Member in respect of any conflict of interest between the shall be permitted and deemed approved by all Members, on and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, including any fiduciary duty, if the one handresolution or course of action in respect of such conflict of interest is resolved by the Managing Member through the procedures set forth in, and the stockholders in accordance with, Section 6.4 of the PubCo LLCA. If Special Approval is not sought and the Managing Member, on Member approved the other hand, and resolution or course of action taken with respect to effectuate any transaction that involves or affects any a conflict of interest pursuant to either of the Companystandards set forth in clauses (iii) or (iv) of Section 6.4 of the PubCo LLCA, then it shall be presumed that, in making its decision, the Managing MemberMember acted in accordance with any and all of its duties, whether express or implied, in equity or otherwise, and in any proceeding brought by any Person challenging such approval, the Members and/or Person bringing or prosecuting such proceeding shall have the stockholders burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the Managing Member conflicts of interest described in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Registration Statement are hereby approved by all Members and the stockholders shall not constitute a breach of the Managing Member differentlythis Agreement or of any duty otherwise existing at law, inequity or otherwise.

The Managing Member; Fiduciary Duties. (a) SEI PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. Any action required or permitted to be taken by the Managing Member may be taken by a consent thereto in writing. (b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties Members acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of the Managing Member will use commercially reasonable effortsotherwise existing at law or in equity, as determined in good faith are agreed by the Managing MemberMembers to replace, to minimize any conflict of interest between the Membersfullest extent permitted by applicable Law, on the one hand, such other duties and the stockholders liabilities of the Managing Member, on the . (c) Whenever in this Agreement or any other hand, and to effectuate any transaction that involves or affects any of the Companyagreement contemplated herein, the Managing MemberMember is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their shall be entitled to consider such interests relative and factors as it desires, including its own interests, and shall, to the stockholders fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Managing Member Company or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differentlyother Members.

The Managing Member; Fiduciary Duties. (a) SEI PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, the Managing Member acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the Company and the stockholders of a Delaware corporation if it the Company were a Delaware corporation and the Managing Member was a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties acknowledge that . (c) To the Managing fullest extent permitted by law, no Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use commercially reasonable efforts, as determined in good faith by other than the Managing Member, to minimize any conflict of interest between the Members, on the one hand, and the stockholders of the but solely in its capacity as Managing Member, on shall, in its capacity as a Member, have any duties (including fiduciary duties) to the Company, to any other handMember or to any other Person bound by this Agreement, and other than any duties expressly set forth in this Agreement, if any. To the extent that any Member, other than the Managing Member in its capacity as such, has any duties (including fiduciary duties) to effectuate any transaction that involves or affects any of the Company, the Managing Members or any other Person bound by this Agreement otherwise existing at law or in equity in its capacity as a Member, such duties are hereby expressly eliminated and disclaimed by the Company, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their interests relative and each other Person who is bound by this Agreement to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Members and the stockholders of the Managing Member differentlyfullest extent permitted by law.

The Managing Member; Fiduciary Duties. (a) SEI PubCo shall be the sole Managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member and (iii) the Members other than the Managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company. (b) In connection with the performance of its duties as the Managing Member of the Company, except as otherwise set forth herein, including Section 6.1(c) and Section 7.4, the Managing Member acknowledges that it will owe to the Company and the Members the same fiduciary duties as it would owe to the stockholders of a Delaware corporation and the stockholders thereof, respectively, if it were a member of the board of directors of such a corporation and the Members were stockholders of such a corporation. The parties Members acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use commercially reasonable efforts, as determined in good faith . (c) Any resolution or course of action by the Managing Member, to minimize Member in respect of any conflict of interest between the shall be permitted and deemed approved by all Members, on and shall not constitute a breach of this Agreement, of any agreement contemplated herein, or of any duty stated or implied by law or equity, including any fiduciary duty, if the one handresolution or course of action in respect of such conflict of interest is resolved by the Managing Member through the procedures set forth in, and the stockholders in accordance with, Section 6.4 of the PubCo LLCA. If Special Approval is not sought and the Managing Member, on Member approved the other hand, and resolution or course of action taken with respect to effectuate any transaction that involves or affects any a conflict of interest pursuant to either of the Companystandards set forth in clauses (iii) or (iv) of Section 6.4 of the PubCo LLCA, then it shall be presumed that, in making its decision, the Managing MemberMember acted in accordance with any and all of its duties, whether express or implied, in equity or otherwise, and in any proceeding brought by any Person challenging such approval, the Members and/or Person bringing or prosecuting such proceeding shall have the stockholders burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement, the existence of the Managing Member conflicts of interest described in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member or (ii) advantage the stockholders of the Managing Member relative to the Members or (iii) treats the Registration Statement are hereby approved by all Members and the stockholders shall not constitute a breach of the Managing Member differentlythis Agreement or of any duty otherwise existing at law, inequity or otherwise.