Waiver of Fiduciary Duties; Corporate Opportunities Sample Clauses

Waiver of Fiduciary Duties; Corporate Opportunities. (a) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members hereto or their respective Affiliates or designated Managers. Further, the Members hereby waive any and all fiduciary duties that, absent such waiver, may be implied by applicable Law, and in doing so, recognize, acknowledge and agree that their duties and obligations to one another and to the Company are only as expressly set forth in this Agreement. Additionally, each Member acknowledges that the other Members and the Affiliates of such Members own and/or manage other businesses, including businesses that may compete with the Company, the other Members or the Affiliates of such other Members. Without any accountability to the Company or any Member by virtue of this Agreement (other than obligations in Section 14.01):
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Waiver of Fiduciary Duties; Corporate Opportunities. (a) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Managing Member. Except as may be otherwise agreed by the Members, to the fullest extent permitted by applicable Law, each of the Company, on behalf of itself and any other person that may be or become entitled to assert any procedure in the name or right of the Company, and each Member hereby expressly waives any and all fiduciary duties and any implied duties that, absent such waiver, may be owed to the Company, any Member or any other stakeholder in the Company by the Managing Member. In doing so, each of the Company and each Member recognizes, acknowledges and agrees that the duties and obligations of the Managing Member are only as expressly set forth in this Agreement.
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Waiver of Fiduciary Duties; Corporate Opportunities. (a) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members, any of their respective Affiliates, any Manager or officers. To the fullest extent permitted by applicable Law, and notwithstanding any duty otherwise existing at law or in equity, each of the Company, on behalf of itself and any other Person that may be or become entitled to assert any procedure in the name or right of the Company, and each Member hereby expressly waives any and all fiduciary duties and any implied duties that, absent such waiver, may be owed to the Company, any Member or any other stakeholder in the Company by any other Member, Manager, officer or Affiliate of the foregoing. In doing so, each of the Company and each Member recognizes, acknowledges and agrees that the duties and obligations of the Members, Managers, officers and Affiliates of the foregoing, any other Member and any other stakeholder in the Company are only as expressly set forth in this Agreement.
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Waiver of Fiduciary Duties; Corporate Opportunities. (a) To the full extent permitted by the Delaware Limited Liability Company Act, all Members and Managers hereby waive any and all fiduciary duties that, absent such waiver, may be implied by law or equity.
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Waiver of Fiduciary Duties; Corporate Opportunities. (a) Other than as set forth in this Section 5.4, this Agreement is not intended to, and does not, create or impose any fiduciary duty on Stockholder or its respective Affiliates to the Company or to any other stockholder of the Company.
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Waiver of Fiduciary Duties; Corporate Opportunities. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members. Further, each Member hereby to the fullest extent permitted by law, waives with respect to each other Member, any and all fiduciary duties that, absent such waiver, may be implied by law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of the Members to one another and to the Company are only as expressly set forth in this Agreement. Subject to any noncompetition obligations set forth in any other agreement to which any Member may be party, without any accountability to the Company or any Member by virtue of this Agreement:
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Waiver of Fiduciary Duties; Corporate Opportunities. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members hereto or their respective Affiliates or designees on the Board of Managers. Further, each Member hereby to the fullest extent permitted by law, waives any and all fiduciary duties that, absent such waiver, may be implied by Law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of the Members to one another and to the Company are only as expressly set forth in this Agreement.. Subject to any non-competition obligations under the Purchase Agreement, without any accountability to the Company or any Member by virtue of this Agreement:
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Waiver of Fiduciary Duties; Corporate Opportunities. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any of the Members hereto or their respective Affiliates or designees on the Board (including without limitation the General Manager if the General Manager is an employee of a Member). Further, each Member hereby to the fullest extent permitted by law, waives any and all fiduciary duties that, absent such waiver, may be implied by law, and in doing so, recognizes, acknowledges and agrees that the duties and obligations of the Members as Members to one another and to the Company are only as expressly set forth in this Agreement. This provision expressly does not exculpate any Person from a breach of fiduciary duty that may arise as a result of his status as an officer. Without any accountability to the Company or the other parties hereto by virtue of this Agreement:
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Related to Waiver of Fiduciary Duties; Corporate Opportunities

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • Replacement of Fiduciary Duties Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

  • Disclaimer of Fiduciary Relationship The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the Offering contemplated by this Agreement and the process leading to such transaction, the Underwriters are and have been acting pursuant to a contractual relationship created solely by this Agreement and are not agents or fiduciaries of the Company or its securityholders, creditors, employees or any other party, (iii) no Underwriter has assumed nor will it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities contemplated by this Agreement or the process leading thereto (irrespective of whether such Underwriter or its affiliates has advised or is currently advising the Company on other matters) and each such Underwriter has no obligation to the Company with respect to the offering of the Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Parties; Limitation of Relationship This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the Company and the controlling Persons, directors, officers, employees and agents referred to in Sections 7 and 8 hereof, and their respective successors and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and said controlling Persons and their respective successors, officers, directors, heirs and legal representative, and it is not for the benefit of any other Person. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of Securities from any of the Underwriters.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Delegation of Services The Administrator may, at its expense, delegate to one or more entities some or all of the services for the Fund for which the Administrator is responsible under this Subcontract. The Administrator will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties or with the Fund. Notwithstanding any delegation pursuant to this paragraph, the Administrator will continue to have responsibility and liability for all such services provided to the Fund under this Subcontract.

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