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|INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016|
Members to one another and the rights, duties and obligations of the Manager and officers to the Company and the Members and, in that connection, shall supplant entirely the default fiduciary duties stated or implied by applicable law or equity, which might otherwise apply.
5.2.2 Neither the Manager, any Company officer, nor any Member, nor any of the partners or shareholders, directors, officers, agents, employees or Affiliates of the Manager, such officers or such Member, as applicable, shall be liable to the Company, the Members, or to any Persons who have acquired interests in the Units, assignees or otherwise, for errors in judgment or for any acts or omissions taken in good faith.
5.2.3 The Manager shall not be liable for the negligence, whether of omission or commission, dishonesty or bad faith of any agent or employee of the Company selected and supervised by the Manager with reasonable care. Any act or omission of the Manager, if done in reliance upon the advice of legal counsel or public accountants selected with the exercise of reasonable care by the Manager, shall be conclusively presumed not to constitute willful misconduct, recklessness or gross negligence with respect to the activities and operations of the Company.
5.2.4 Unless otherwise expressly provided herein, whenever a conflict of interest exists or arises between the Manager or a Class B Member or any of the Affiliates of either of them, on the one hand, and the Company, any Class A Member, or any Persons who have acquired interests in the Units on the other hand, then the Manager or such Class B Member shall resolve such conflict of interest, take such action or provide such terms considering, in each case, the relative interests of each party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of a bad faith violation of the implied contractual covenant of good faith and fair dealing by the Manager or such Class B Member, the resolution, action or terms so made, taken or provided by the Manager or such Class B Member shall not constitute a breach of this Agreement or any other agreement contemplated herein or therein.
5.2.5 Whenever in this Agreement the Manager is, or the Class B Members are, permitted or required to make a decision (a) in its or their sole discretion or discretion or under a grant of similar authority or latitude, the Manager or the Class B Members shall be entitled to consider only such interests and factors as it or they desire, including its or their own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, the other Members or any Persons who have acquired interests in the Units, or (b) in its or their good faith or under another express standard, the Manager or the Class B Members shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, or any other agreement contemplated herein. Each Member hereby agrees that any standard of care or duty imposed in this Agreement, or any other agreement contemplated herein, or under the Act or any other applicable law, rule or regulation, shall be modified, waived or limited in each case as required to permit the
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