Common use of Waiver of Fiduciary Duties Clause in Contracts

Waiver of Fiduciary Duties. (a) To the fullest extent permitted by applicable Law, the Covered Persons shall have no duty, fiduciary or otherwise, in their capacity as Stockholders to the Group or any other Stockholder in its capacity as a Stockholder. To the extent that, under applicable Law, a Covered Person has duties, including fiduciary duties (and liabilities arising from breach thereof), to a member of the Group or another Stockholder that are not waivable pursuant to the first sentence of this Section 6.02(a), such Covered Person shall not be liable to any member of the Group or any other Stockholder for its good faith reliance on the provisions of this Agreement. (b) Every Director shall discharge his or her duties as a Director in good faith, with the care an ordinarily prudent Person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Company. A Director shall not be liable for any monetary damages to the Company which the Director serves or any Stockholder for any breach of such duties except for any transaction from which the Director derived an improper personal benefit, or any acts or omissions of such Director not in good faith or which involve knowing violation of applicable Law. (c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of Stockholders or Directors otherwise existing under applicable Law (or set forth duties and liabilities that are lesser than those existing under applicable Law), are agreed by the Stockholders to replace such other duties and liabilities existing under applicable Law, and each Stockholder, for itself, to the fullest extent permitted under applicable Law, hereby waives any right to make any claim or bring any action or seek any recovery whatsoever based on such other duties or liabilities for breach thereof.

Waiver of Fiduciary Duties. (a) To the fullest extent permitted by applicable Law, the Covered Persons shall have no duty, fiduciary or otherwise, in their capacity as Stockholders to the Group or any other Stockholder in its capacity as a Stockholder. To the extent that, under applicable Law, a Covered Person has duties, including fiduciary duties (and liabilities Table of Contents arising from breach thereof), to a member of the Group or another Stockholder that are not waivable pursuant to the first sentence of this Section 6.02(a), such Covered Person shall not be liable to any member of the Group or any other Stockholder for its good faith reliance on the provisions of this Agreement. (b) Every Director shall discharge his or her duties as a Director in good faith, with the care an ordinarily prudent Person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Company. A Director shall not be liable for any monetary damages to the Company which the Director serves or any Stockholder for any breach of such duties except for any transaction from which the Director derived an improper personal benefit, or any acts or omissions of such Director not in good faith or which involve knowing violation of applicable Law. (c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of Stockholders or Directors otherwise existing under applicable Law (or set forth duties and liabilities that are lesser than those existing under applicable Law), are agreed by the Stockholders to replace such other duties and liabilities existing under applicable Law, and each Stockholder, for itself, to the fullest extent permitted under applicable Law, hereby waives any right to make any claim or bring any action or seek any recovery whatsoever based on such other duties or liabilities for breach thereof.

Waiver of Fiduciary Duties. (aA) To In connection with the fullest extent permitted by applicable Lawdetermination of any and all matters presented for action to the Members or the Board of Managers, as applicable, the Covered Persons shall have no duty, fiduciary or otherwise, in their capacity as Stockholders to Members acknowledge and agree that each Member will be acting on its own behalf and each Representative serving on the Group or any other Stockholder in its capacity as a Stockholder. To the extent that, under applicable Law, a Covered Person has duties, including fiduciary duties (and liabilities arising from breach thereof), to a member Board of Managers will be acting on behalf of the Group or another Stockholder Member that are not waivable pursuant to the first sentence of this Section 6.02(a), appointed such Covered Person shall not be liable to any member of the Group or any other Stockholder for its good faith reliance on the provisions of this AgreementRepresentative. (bB) Every Director shall discharge his or her duties as a Director in good faithEach Member may act, with the care an ordinarily prudent Person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Company. A Director shall not be liable for any monetary damages to the Company which the Director serves or any Stockholder for any breach of such duties except for any transaction from which the Director derived an improper personal benefit, or any acts or omissions of such Director not in good faith or which involve knowing violation of applicable Law. (c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of Stockholders or Directors otherwise existing under applicable Law (or set forth duties and liabilities that are lesser than those existing under applicable Law), are agreed by the Stockholders to replace such other duties and liabilities existing under applicable Law, and each Stockholder, for itselfand, to the fullest extent permitted under applicable by Applicable Law, hereby waives will be protected for acting, in its own interest (subject to the express terms of any right contract entered into by such Member) without regard to the interest of the other Member or the Joint Venture Company or any of its Subsidiaries, and, subject to Section 8.7(D), each Representative may act, and, to the fullest extent permitted by Applicable Law, will be protected for acting at the direction or control of, or in a manner that such Representative believes is in the best interest of, the Member that appointed the Representative without regard to the interest of the other Member or the Joint Venture Company or any of its Subsidiaries. Further, each Member may, to the fullest extent permitted by Applicable Law (subject to the express terms of any contract entered into by such Member), make decisions and exercise direction and control over the decisions of the Representatives appointed by such Member without duty to or regard for the interests of the other Member or the Joint Venture Company or any of its Subsidiaries. (C) The Joint Venture Company, on its own behalf and on behalf of each of its Subsidiaries, and each Member waives, to the fullest extent permitted by Applicable Law, (1) any claim or bring cause of action against any action Member or seek any recovery whatsoever Manager based on the determination of any and all matters presented for action to the Members or the Board of Managers, as applicable, (2) breach of fiduciary duty, duty of care, duty of loyalty or any other duty or (3) breach of the Act; provided, however, the foregoing will not limit any Member’s obligation under or liability for breach of the express terms of this Agreement or any other agreement that they have entered into with the Joint Venture Company or any of its Subsidiaries or the other Member; and provided further, however, that, unless a Member has received the written consent of the other Member authorizing such activities, no Member shall negotiate or enter into or request or otherwise cause the Joint Venture Company to negotiate or enter into any agreement or transaction that would result in such Member or any of its Subsidiaries receiving any financial consideration or other tangible property incentive, payment or other form of financial consideration or other tangible property consideration from any Governmental Entity or Person based upon the Joint Venture Company’s taking an action (including hiring any employees, undertaking any construction or purchasing any equipment) or entering into such agreement or transaction other than as a Member of the Joint Venture Company pursuant to this Agreement, and any Member who receives any such consideration or other tangible property incentive, payment or other form of financial consideration or other tangible property consideration from any Governmental Entity or Person in respect of the Joint Venture Company’s activities, shall promptly convey such consideration or other tangible property incentive, payment or other form of financial consideration or other tangible property consideration from any Governmental Entity or Person to the Joint Venture Company without any adjustment in the Capital Contribution Balance of such Member. (D) The term “Representative” shall mean, with respect to a Member and the Managers and the employees, agents and other representatives of such Member including the Seconded Employees of such Member, but not including, only for purposes of Section 8.7(C)(2), the Site Manager, the Lead Controller or any other officer or site manager of the Joint Venture Company (and each such officer shall be bound by such fiduciary and other duties or liabilities for breach thereof(including the duty of care and the duty of loyalty) as would apply to an officer having comparable authority and duties under the DGCL).

Waiver of Fiduciary Duties. Each of the Members and the Company acknowledges and agrees that (ai) To each Director is the fullest extent permitted by applicable Lawdesignee of the Member(s) that appointed such Director, the Covered Persons shall have no duty, fiduciary or otherwise, in their capacity is acting as Stockholders a proxy for such Member(s) with respect to the Group management of the Company and does not have any duties (including fiduciary duties) to the Company, any Subsidiary or any other Stockholder Member, nor shall any Member have any such duty and (ii) each Member hereby acknowledges and agrees that each Director, in its capacity as a Stockholder. To determining whether or not to vote in support of or against any particular decision for which the extent thatBoard of Directors’ consent is required, under applicable Law, a Covered Person has duties, including fiduciary duties (may act in and liabilities arising from breach thereof), to a member consider the best interest of the Group or another Stockholder that are not waivable pursuant to the first sentence of this Section 6.02(a), Member who designated such Covered Person Director and shall not be liable required to any member of the Group act in or any other Stockholder for its good faith reliance on the provisions of this Agreement. (b) Every Director shall discharge his or her duties as a Director in good faith, with the care an ordinarily prudent Person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in consider the best interests of the CompanyCompany or the other Members or parties hereto, except to the extent expressly set forth in this Agreement. A Each of the Members and the Company agree that any duties, whether express or implied (including fiduciary duties), of a Director shall not be liable for any monetary damages to the Company which the Director serves or to any Stockholder for any breach of such duties except for any transaction from which the Director derived an improper personal benefit, other Member that would otherwise apply at law or any acts or omissions of such Director not in good faith or which involve knowing violation of applicable Law. (c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of Stockholders or Directors otherwise existing under applicable Law (or set forth duties and liabilities that equity are lesser than those existing under applicable Law), are agreed by the Stockholders to replace such other duties and liabilities existing under applicable Law, and each Stockholder, for itself, hereby eliminated to the fullest extent permitted under the Act (including Section 18-1101(c) of the Act) and any other applicable Law, and each Member hereby waives all rights to, and releases each Director from, any right such duties, except to the extent expressly set forth in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, (i) the foregoing shall not eliminate or limit the obligation of the Members or any Director to act in compliance with the express terms of this Agreement (other than the foregoing), including the obligation to make determinations in Good Faith, and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing of the Members. Except as otherwise expressly provided in this Agreement, nothing contained in this Agreement shall be deemed to constitute any claim Director or bring Member an agent or legal representative of any action other Member or seek to create any recovery whatsoever based fiduciary relationship for any purpose whatsoever, apart from such obligations between the members of a limited liability company as may be created by the Act. A Member shall not have any authority to act for, or to assume any obligation or responsibility on such behalf of, any other duties Member, the Company or liabilities for breach thereofany Subsidiary.