Limitation of Liability of Representatives. The Liabilities and debts of the Company, whether arising in contract, tort, or otherwise, shall be solely the Liabilities and debts of the Company, and no Representative shall be obligated personally for any such Liability or debt of the Company solely by reason of being a Representative, except as otherwise required by law. No Representatives shall owe a fiduciary duty to the Company or to a Member not appointing such Representative, except for the implied contractual covenant of good faith and fair dealing provided for under the Act. Without limiting the generality of the foregoing, except as otherwise required by the Act or any other applicable law, in taking any action with respect to the Company (including determining whether to vote in favor of or against a matter requiring Majority Consent of the Board), each Representative is obligated to consider only the interests of the Member that appointed such Representative to the Board.
Limitation of Liability of Representatives. (a) Each Representative (solely in such Person’s capacity as a Representative and not in such Person’s capacity as an Officer or otherwise) shall not owe duties, fiduciary or otherwise, at Law, in equity or under this Agreement or any other Transaction Document, to the Company, the Company’s Subsidiaries, any Member, any Representative or to any other Person, other than the implied contractual covenant of good faith and fair dealing. Each Member agrees that the foregoing is an agreement to eliminate duties of Representatives (in their capacity as such) to the fullest extent permitted by Section 18-1101(c) of the Delaware Act. Each Member acknowledges and agrees that any Representative shall serve in such capacity to represent the interests of the Members that designated such Representative and shall be entitled to consider only such interests (including the interests of the Members that designated such Representative) and factors specified by the Members that designated such Representative, and shall have no duty or obligation to give any consideration to any interests or factors affecting the Company, the Company’s Subsidiaries, any other Members or any other Person. Except as otherwise provided in this Agreement, any other Transaction Document or in any agreement entered into by such Person and the Company, no Representative or any of such Representative’s Affiliates shall be liable to the Company or to any Member for any act performed or omitted by such Representative in its capacity as a member of the Board or a Board committee, to the maximum extent permitted by the Delaware Act, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such act or omission constituted gross negligence or willful breach of this Agreement (“Disabling Conduct”).
Limitation of Liability of Representatives. No Representative of a Party shall have any personal liability whatsoever on behalf of such Party (or any of its Subsidiaries) to any other Party under this Agreement, the Arrangement or any other transactions entered into, or documents delivered, in connection with any of the foregoing.
Limitation of Liability of Representatives. No Representative will be obligated personally for any debt, obligation or liability of the Company or of any Member, whether arising in contract, tort or otherwise, solely by reason of being or acting as Representative of the Company. To the fullest extent permitted by law the parties to this Agreement intend and agree (i) that no Representative shall be liable or responsible to the Company or the Members for any acts or failures to act, or any loss, liability, damage, settlement costs or other expense incurred by reason of acts or failures to act, of any such person if such person in good faith acted in a manner reasonably believed to be in, or not opposed to, the best interests of the Member appointing such Representative, and (ii) no Representative will be personally liable to the Company or to its Members for acting in good faith reliance upon the provisions of this Agreement or for any breach of any fiduciary duty or other duty to the Company that does not involve a knowing violation of law. In determining whether to approve or disapprove a Major Decision, a Representative may consider, give weight to and reflect the economic and other interests of the Member (and its Affiliates (which may include the Representative in his or her personal capacity)) that appointed that Representative, and by doing so will not be deemed to have breached any fiduciary duty to the Company or the Members or to have engaged in misconduct or obtained any improper personal benefit.
