Common use of Waiver of Fiduciary Duties; Corporate Opportunities Clause in Contracts

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. (b) Subject to any applicable limitations contained in Section 5.2(d), the third to last and penultimate paragraphs of Section 5.7, Section 8.3, Section 9.4(j) or Section 9.9 and subject to any other specific limitations contained elsewhere in this Agreement or the Restrictive Covenant Agreement (as defined in the Contribution Agreement), 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 and the Managers. (i) Subject to Section 5.2(d) and the Restrictive Covenants Agreement, each Member and its Affiliates, and their respective officers, directors, shareholders, partners, members, agents and employees, and each Manager designated by such Member (collectively, a “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including, without limitation, those business opportunities that might be the same or similar to the business of the Company or its Subsidiaries; (ii) Neither the Company nor any Member or such Member’s Corporate Opportunities Group shall have any right in or to such other business opportunities of any other Member or such other Member’s Corporate Opportunities Group or to the income or proceeds derived therefrom; (iii) No Member or its Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or any other Member or such other Member’s Corporate Opportunities Group, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other Member or other Member’s Corporate Opportunities Group, could be taken by such Persons; and (iv) Each Member and its Corporate Opportunities Group shall have the right to hold any such business opportunity for its own account or to recommend such opportunity to Persons other than the Company, any other Member or any Person in such other Member’s Corporate Opportunities Group.

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 Members hereto or their respective AffiliatesAffiliates or designated Managers. Further, 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 Members hereby expressly waives waive any and all fiduciary duties and any implied duties that, absent such waiver, may be owed to the Companyimplied by applicable Law, any Member or any other stakeholder and in the Company by any other Member, Manager, officer or Affiliate of the foregoing. In doing so, each of the Company recognize, acknowledge and each Member recognizes, acknowledges and agrees agree that the their duties and obligations of the Members, Managers, officers to one another and Affiliates of the foregoing, any other Member and any other stakeholder in to the Company are only as expressly set forth in this Agreement. (b) Subject to any applicable limitations contained in Section 5.2(d), the third to last and penultimate paragraphs of Section 5.7, Section 8.3, Section 9.4(j) or Section 9.9 and subject to any other specific limitations contained elsewhere in this Agreement or the Restrictive Covenant Agreement (as defined in the Contribution 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 and or the Managers.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): (i) Subject to Section 5.2(d) and the Restrictive Covenants Agreement, each Each Member and its Affiliates, and their respective officers, directors, shareholders, partners, members, agents and employees, and each Manager designated by such Member (collectively, a “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including, without limitation, those business opportunities that might be the same or similar to the business of the Company or its SubsidiariesBusiness; (ii) Neither the Company nor any Member or such Member’s Corporate Opportunities Group shall have any right in or to such other business opportunities of any other Member or such other Member’s Corporate Opportunities Group or to the income or proceeds derived therefrom; (iii) No Member or its Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or any other Member or such other Member’s Corporate Opportunities Group, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other Member or other Member’s Corporate Opportunities Group, could be taken by such Persons; and (iv) Each Member and its Corporate Opportunities Group shall have the right to hold any such business opportunity for its own account or to recommend such opportunity to Persons other than the Company, any other Member Member, or any Person in such other Member’s Corporate Opportunities Group. (b) Notwithstanding the foregoing, nothing in this Section 2.16 shall alter or amend the rights and obligations of the Company, Amyris and its Affiliates, or Cosan US and its Affiliates under Article 3 of the IP License Agreement (including with respect to the Company’s right of first offer regarding Amyris’ Alternative Technology), the Cosan US License Agreement (including with respect to the Company’s right of first offer to Cosan US’s Alternative Technology), or in Section 13.1 of this Agreement (with respect to Exclusivity).

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 Managing Member. Except as may be otherwise agreed by the Members, any of their respective Affiliates, any Manager or officers. To 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 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 the Managing 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 Managing Member and any other stakeholder in the Company are only as expressly set forth in this Agreement. (b) Subject Each Member shall devote such of his, her or its business time, in his, her or its sole discretion, necessary to any applicable limitations contained in Section 5.2(d)perform his, her or its obligations hereunder. Notwithstanding the third to last and penultimate paragraphs of Section 5.7, Section 8.3, Section 9.4(j) or Section 9.9 and subject to any other specific limitations contained elsewhere in this Agreement or the Restrictive Covenant Agreement (as defined in the Contribution Agreement)foregoing, each Member acknowledges that the other Members and the Affiliates of such Members may now or in the future own and/or manage other businesses, including businesses that may compete with the Company, Company and the other Members and Members. Except as otherwise provided in this Agreement without any accountability to the Managers.Company or any Member by virtue of this Agreement: (i) Subject to Section 5.2(d) and the Restrictive Covenants Agreement, each Member and its Affiliates, and their respective officers, directors, shareholders, partners, members, agents and employees, and each Manager designated by such Member employees (collectively, a “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from owning, managing, or otherwise engaging or investing in, independently or with others, any business or investment opportunity of any type or description, including, including without limitation, those business opportunities that might be the same or similar to the business of conducted by the Company or its SubsidiariesCompany; (ii) Neither neither the Company nor any Member or such Member’s Corporate Opportunities Group shall have any right in or to such other business or investment opportunities of any other Member or such other Member’s Corporate Opportunities Group or to the income or proceeds derived therefrom; (iii) No no Member or its Corporate Opportunities Group shall be obligated to present any such other business or investment opportunity to the Company or any other Member or such other Member’s Corporate Opportunities Group, Group even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other Member or other Member’s Corporate Opportunities Group, Group could be taken by such Persons; and (iv) Each each Member and its Corporate Opportunities Group shall have the right to hold any such other business or investment opportunity for its own account or to recommend such opportunity to Persons other than the Company, any other Member Member, or any Person in such other Member’s Corporate Opportunities Group.

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 Members hereto or their respective AffiliatesAffiliates or designees on the Board (including without limitation the General Manager if the General Manager is an employee of a Member). Further, any Manager or officers. To each Member hereby to the fullest extent permitted by applicable Lawlaw, 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 Companyimplied by law, any Member or any other stakeholder and 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 Members as Members to one another and Affiliates of the foregoing, any other Member and any other stakeholder in 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: (ba) Subject to any applicable limitations contained in Section 5.2(d), the third to last and penultimate paragraphs of Section 5.7, Section 8.3, Section 9.4(j) or Section 9.9 and subject to any other specific limitations contained elsewhere in this Agreement or the Restrictive Covenant Agreement (as defined in the Contribution Agreement), 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 and the Managers. (i) Subject to Section 5.2(d) and the Restrictive Covenants Agreement, each Each Member and its Affiliates, and their respective officers, directors, shareholders, partners, members, agents and employees, and each Manager designated by such Member employees (collectively, each respectively a “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including, without limitation, those business opportunities that might be the same or similar to the business of the Company or its Subsidiariesexcept as set forth in Section 6.5; (iib) Neither the Company nor any Member or such Member’s nor its Corporate Opportunities Group shall have any right in or to such other business opportunities of any such other Member or such other Member’s its Affiliates’ Corporate Opportunities Group or to the income or proceeds derived therefrom; (iiic) No Neither a Member or nor its Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or any the other Member or such other Member’s its Corporate Opportunities Group, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other Member or other Member’s Corporate Opportunities Groupsuch Person, could be taken by such PersonsPerson; and (ivd) Each Member and its Corporate Opportunities Group shall have the right to hold any such business opportunity for its own account or to recommend such opportunity to Persons other than the Company, any or the other Member Members or any Person in such other another Member’s Corporate Opportunities Group.

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 Members hereto or their respective AffiliatesAffiliates or designated Managers. Further, 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 Members hereby expressly waives waive any and all fiduciary duties and any implied duties that, absent such waiver, may be owed to the Companyimplied by applicable Law, any Member or any other stakeholder and in the Company by any other Member, Manager, officer or Affiliate of the foregoing. In doing so, each of the Company recognize, acknowledge and each Member recognizes, acknowledges and agrees agree that the their duties and obligations of the Members, Managers, officers to one another and Affiliates of the foregoing, any other Member and any other stakeholder in to the Company are only as expressly set forth in this Agreement. (b) Subject to any applicable limitations contained in Section 5.2(d), the third to last and penultimate paragraphs of Section 5.7, Section 8.3, Section 9.4(j) or Section 9.9 and subject to any other specific limitations contained elsewhere in this Agreement or the Restrictive Covenant Agreement (as defined in the Contribution 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 and or the Managers.Affiliates of such other Members. Without any accountability to the Company or any Member by virtue of this Agreement: (i) Subject to Section 5.2(d) and the Restrictive Covenants Agreement, each Each Member and its Affiliates, and their respective officers, directors, shareholders, partners, members, agents and employees, and each Manager designated by such Member (collectively, a “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including, without limitation, those business opportunities that might be the same or similar to the business of the Company or its SubsidiariesBusiness; (ii) Neither the Company nor any Member or such Member’s 's Corporate Opportunities Group shall have any right in or to such other business opportunities of any other Member or such other Member’s 's Corporate Opportunities Group or to the income or proceeds derived therefrom; (iii) No Member or its Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or any other Member or such other Member’s 's Corporate Opportunities Group, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other Member or other Member’s 's Corporate Opportunities Group, could be taken by such Persons; and (iv) Each Member and its Corporate Opportunities Group shall have the right to hold any such business opportunity for its own account or to recommend such opportunity to Persons other than the Company, any other Member Member, or any Person in such other Member’s 's Corporate Opportunities Group. (b) Notwithstanding the foregoing, nothing in Section 2.12(a) shall alter or amend the rights and obligations of the Company, Amyris and its Affiliates, or Cosan US and its Affiliates under Article 3 of the IP License Agreement (i.e., ROFO re Alternative Technology), the Cosan US License Agreement (i.e., ROFO re Alternative Technology), or in Section 13.1 of this Agreement (i.e., Exclusivity).

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 Members hereto or their respective AffiliatesAffiliates or designees on the Board of Managers. Further, any Manager or officers. To each Member hereby to the fullest extent permitted by applicable Lawlaw, 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 Companyimplied by Law, any Member or any other stakeholder and 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 Members to one another and Affiliates of the foregoing, any other Member and any other stakeholder in to the Company are only as expressly set forth in this Agreement. (b) .. Subject to any applicable limitations contained in Section 5.2(d)non-competition obligations under the Purchase Agreement, without any accountability to the third to last and penultimate paragraphs Company or any Member by virtue of Section 5.7, Section 8.3, Section 9.4(j) or Section 9.9 and subject to any other specific limitations contained elsewhere in this Agreement or the Restrictive Covenant Agreement (as defined in the Contribution Agreement), 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 and the Managers.: (ia) Subject to Section 5.2(d) and the Restrictive Covenants Agreement, each Each Member and its Affiliates, and their respective officers, directors, shareholders, partners, members, agents and employees, and each Manager designated by such Member employees (collectively, a “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including, without limitation, those business opportunities that might be the same or similar to the business of the Company or its Subsidiaries; (iib) Neither the Company nor any Member or such Member’s Corporate Opportunities Group shall have any right in or to such other business opportunities of any other Member or such other Member’s Corporate Opportunities Group or to the income or proceeds derived therefrom; (iiic) No Member or its Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or any other Member or such other Member’s Corporate Opportunities Group, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other Member or other Member’s Corporate Opportunities Group, could be taken by such Persons; and (ivd) Each Member and its Corporate Opportunities Group shall have the right to hold any such business opportunity for its own account or to recommend such opportunity to Persons other than the Company, any other Member or any Person in such other Member’s Corporate Opportunities Group.

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. Further, any of their respective Affiliates, any Manager or officers. To each Member hereby to the fullest extent permitted by applicable Lawlaw, and notwithstanding any duty otherwise existing at law or in equitywaives with respect to each other Member, 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 Companyimplied by law, any Member or any other stakeholder and 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 Members to one another and Affiliates of the foregoing, any other Member and any other stakeholder in to the Company are only as expressly set forth in this Agreement. (b) . Subject to any applicable limitations contained noncompetition obligations set forth in Section 5.2(d), the third to last and penultimate paragraphs of Section 5.7, Section 8.3, Section 9.4(j) or Section 9.9 and subject to any other specific limitations contained elsewhere in agreement to which any Member may be party, without any accountability to the Company or any Member by virtue of this Agreement or the Restrictive Covenant Agreement (as defined in the Contribution Agreement), 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 and the Managers.: (ia) Subject to Section 5.2(d) and the Restrictive Covenants Agreement, each Each Member and its Affiliates, and their respective officers, directors, shareholders, partners, members, agents and employees, and each Manager designated by such Member employees (collectively, a “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including, without limitation, those business opportunities that might be the same or similar to the business of the Company or its Subsidiaries; (iib) Neither the Company nor any Member or such Member’s Corporate Opportunities Group shall have any right in or to such other business opportunities of any other Member or such other Member’s Corporate Opportunities Group or to the income or proceeds derived therefrom; (iiic) No Member or its Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or any other Member or such other Member’s Corporate Opportunities Group, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other Member or other Member’s Corporate Opportunities Group, could be taken by such Persons; and (ivd) Each Member and its Corporate Opportunities Group shall have the right to hold any such business opportunity for its own account or to recommend such opportunity to Persons other than the Company, any other Member or any Person in such other Member’s Corporate Opportunities Group.