Common use of Duties of Managers Clause in Contracts

Duties of Managers. Each Manager shall perform its duties as Manager in good faith and in a manner consistent with its fiduciary duty. In performing such duties, the Manager shall be entitled to rely on information, opinions, reports, or statements (including, without limitation, financial statements and other financial data) in each case prepared by: (a) one or more agents or employees of the Company; (b) counsel, public accountants, or other Persons as to matters that the Manager believes to be within such Person’s professional or expert competence; or (c) any other Manager, so long as, in so relying, such Manager shall be acting in good faith and with the degree of care specified above. However, a Manager shall not be considered to be acting in good faith in so relying if such Manager has knowledge of the matter in question that would cause such reliance to be unwarranted.