Common use of Discretion of the Managers; Standard of Care Clause in Contracts

Discretion of the Managers; Standard of Care. In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, each Manager will be free to exercise its sole, absolute and unfettered discretion. The Managers will not have any personal liability whatsoever to the Company or to any Member by reason of the Manager’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein will protect the Managers against any liability to the Company by reason of (i) any act or omission of the Managers that involves actual fraud or willful misconduct, or (ii) any transaction from which the Managers derive improper personal benefit.