Waiver of Duties. (a) Each Member acknowledges its express intent, and agrees with the other Member, for the benefit of the Representatives, that to the fullest extent permitted by applicable Law: (i) the only fiduciary or other duties or obligations, if any, that any Representative will owe in their capacity as a Representative will be to the Member that appointed such Representative to serve in that capacity, and the nature and extent of those duties and obligations and the liabilities resulting from any breach thereof constitute an internal governance affair of Member; and (ii) no Representative will, under this Agreement, the Delaware Act or otherwise, owe in his capacity as a Representative, or be personally liable for monetary damages for any breach of, any fiduciary or other duties or obligations, including any obligation of good faith and fair dealing, to the Company, any other Member or any of their respective Affiliates or any other Representative.
(b) With respect to any vote, consent or approval (or failure to vote, consent or approve) at any meeting of the management committee or otherwise under this Agreement, each Representative or each Member, as the case may be, may grant or withhold such vote, consent or approval: (i) in its sole and absolute discretion, (ii) with or without reasonable cause, (iii) subject to such conditions as it shall deem appropriate and (iv) without taking into account the interests of, and without incurring liability to, the Company, any other Member or Representative, or any officer or employee of the Company (other than, in the case of each Representative, the Member appointing such Representative). THE PROVISIONS OF THIS SECTION 6.5 SHALL APPLY NOTWITHSTANDING THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF A MEMBER OR ITS REPRESENTATIVE.
Waiver of Duties. Each party hereto acknowledges and agrees that no party hereto (or any Affiliate of any party hereto) shall owe any fiduciary or other duties to any other party hereto (or any of its Affiliates) and hereby, on behalf of itself and its Affiliates, successors and assigns, waives any such fiduciary or other duty, and agrees that it is entitled in connection with the transactions contemplated hereby only to the rights expressly provided by the terms of this Agreement and the other agreements, if any, entered into in connection therewith.
Waiver of Duties. Notwithstanding anything to the contrary contained in this Agreement, to the fullest extent permitted by applicable law (including, without limitation, Section 18-1101 of the DLLC Act), the Members expressly agree that no Member (including any officer, director, partner, principal, employee, agent or other affiliate of any Member), Manager or officer of the Company shall have any duties (including, without limitation, fiduciary duties) to the Company, any Member or any other person or entity or group of persons or entities that is a beneficiary of or otherwise bound by this Agreement; provided that the foregoing shall not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
Waiver of Duties. Each Member hereby acknowledges the elimination of any and all fiduciary duties pursuant to Section 5.6 and hereby waives any right to make a claim or demand or bring a suit or action, and hereby agrees not to make any claim or demand or bring any suit or action, against the Board or any Manager that such Member may have been entitled to make or bring if such fiduciary duties were not so eliminated. To the maximum extent permitted by the Delaware Act and any other applicable law, the K1 Investor shall not owe any fiduciary duties to any other Members, any and all such fiduciary duties being hereby eliminated. Each Member hereby acknowledges the elimination of any and all fiduciary duties pursuant to the immediately preceding sentence and hereby waives and agrees not to make any claim or demand or bring any suit or action against The K1 Investor (or any of its Affiliates, employees, representatives or agents), the Board or any Manager (or any of their respective Affiliates, employees, representatives or agents).
Waiver of Duties. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person, who instead shall be subject only to the express contractual standards set forth herein. Each of the Members and the Company hereby waives, to the fullest extent permitted by applicable Law, any and all duties, including fiduciary duties, that, absent such waiver, may be implied by applicable Law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Company and the Members to replace such other duties and liabilities of a Covered Person. Whenever in this Agreement a Covered Person is permitted or required to make a decision (including a decision that is in such Covered Person’s discretion or under a grant of similar authority or latitude), such Covered Person shall be entitled to consider only such interests and factors as such Covered Person desires, including its own interests (or, in the case of an Investor Group Director, the Principal Investor (or transferee of a Principal Investor) that appointed such Director), and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon opinions, reports, statements and other information presented to them or the Company by any Director, officer or employee of the Company or any of the Company’s Subsidiaries or by any other Person, as to matters such Covered Person reasonably believes are within that Person’s competence, including opinions, reports, statements or other information pertaining to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions might properly be paid.
Waiver of Duties. 8.1 Xxxxxxxxx hereby agrees that neither Magellan nor the Corporation, nor the officers or directors of Magellan or the Corporation, shall have any fiduciary duty, quasi-fiduciary duty or any other express or implied duty, at law or in equity (in their capacity as officers, directors, majority shareholder or otherwise), to the Corporation or Xxxxxxxxx as shareholders, officers, directors, or employees of the Corporation. Accordingly, Magellan and its affiliates shall be free to engage in any business or activity which Magellan may desire, in its sole discretion, without regard to whether such business or activity is competitive with the business of the Corporation, and without providing any opportunity to Xxxxxxxxx or the Corporation to participate in any such activity or business, and without any compensation to Xxxxxxxxx or the Corporation. Xxxxxxxxx further acknowledges that subject to agreement by Lincoln, Magellan shall be free to cause the Corporation to transfer or license the right to use any and all of the assets of the Corporation to any other subsidiary of Magellan for no consideration or for nominal consideration, as Magellan deems in the best interest of Magellan, in its sole discretion. Notwithstanding the foregoing, Magellan hereby agrees that it shall not cause or permit the Corporation to be dissolved prior to the expiration of the options granted herein or to take any action which adversely affects any of Xxxxxxxxx'x rights under this Agreement, it being understood and agreed that notwithstanding any sale, dissolution, cessation of business, or Reorganization, all of Xxxxxxxxx'x rights hereunder, including the put options set forth in Section 1, are absolute, nonvoidable and vested immediately upon the execution and delivery hereof by each of the parties. Following the expiration or termination of the options granted herein, Magellan shall be free to cause the dissolution of the Corporation in accordance with the Florida Business Corporation Act, and Xxxxxxxxx acknowedges that he is unlikely to receive any distributions in connection with any such dissolution after appropriate reserves are established for the Corporation's known and contingent liabilites. The parties further agree that the rights of Xxxxxxxxx under this Agreement shall not be increased, diminished or otherwise affected by any transaction entered into by the Corporation, by any increase or decrease in the net worth of the Corporation, or by the insolvency or bankruptcy of ...
