Common use of Duties of Officers and Directors Clause in Contracts

Duties of Officers and Directors. (a) Except as otherwise specifically provided in Sections 6.6, 6.7 and 6.8, the duties and obligations owed to the Company and to the Members by the Officers and Directors, and any such duties that may be owed by any Member or by any Affiliates of any Member, shall be the same as the respective duties and obligations owed to a corporation organized under GCLD by its officers and directors and any such duties that may be owed to such corporation by any similarly situated stockholder or Affiliate thereof, respectively. (b) A Director, or a member of any committee of the Board of Directors, shall, in the performance of such Director's duties be fully protected in relying in good faith on the records of the Company and on such information, opinions, reports or statements presented to the Company by any Officers or the Company's employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

Duties of Officers and Directors. (a) Except as otherwise specifically provided in Sections 6.6Section 5.6, 6.7 Section 5.7 and 6.8Section 5.8, the duties and obligations owed to the Company and to the Members Shareholders by the Officers and DirectorsDirectors of the Company, and any such duties that may be owed by any Member Shareholder or by any Affiliates of any MemberShareholder, shall be the same as the respective duties and obligations owed to a corporation organized under the GCLD by its officers and directors and any such duties that may be owed to such corporation by any similarly situated stockholder or Affiliate thereof, respectively. (b) A Director, or a member of any committee of the Board of Directors, shall, in the performance of such Director's duties be fully protected in relying in good faith on the records of the Company and on such information, opinions, reports or statements presented to the Company by any Officers or of the Company's Officers or employees, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.