Common use of Defining Duties Clause in Contracts

Defining Duties. To the maximum extent permitted by law, except to the extent expressly provided in this Agreement, none of the members of the Board, none of the Members, nor any Affiliate of any of the Members, or any officer, member, director, shareholder, employee, partner or agent of any of the foregoing Members or Affiliates (each, a “Responsible Party”) shall owe any duties (including fiduciary duties) to the Company or any other Member other than to act in accordance with the implied contractual covenant of good faith and fair dealing. The parties hereto acknowledge and agree that any such Responsible Parties acting in accordance with this Agreement shall be deemed to be acting in compliance with such implied contractual covenant, and shall not be liable to the Company, any Member, or any other Person that is a party to or is otherwise bound by this Agreement for such good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand, restrict or eliminate the duties and liabilities of a Responsible Party otherwise existing at law or in equity, are agreed by all parties hereto to modify such other duties and liabilities to the greatest extent permitted under applicable law.