Common use of Duties of the Managers Clause in Contracts

Duties of the Managers. The Managers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Managers who so perform their duties shall not have any liability by reason of being or having been a Manager of the Company. The Managers shall be entitled to rely on information, opinions, reports or statements of accountants, attorneys, professional consultants or other advisors unless they have knowledge concerning the matter in question which would cause such a reliance to be unwarranted. No Manager shall have authority to do any act in contravention of the Articles or this Agreement. A Manager shall be an agent of the Company for the purpose of its business and the act of a Manager, including the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business of the Company, shall bind the Company unless such Manager lacks the authority to act for the Company and the person with whom he is dealing has knowledge of the fact that he has no such authority. No debt shall be contracted or liability incurred by or on behalf of the Company except by a Manager.

Duties of the Managers. The Managers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstancescircum-stances. Managers who so perform their duties shall not have any liability by reason of being or having been a Manager of the Company. The Managers shall be entitled to rely on information, opinions, reports or statements of accountants, attorneys, professional consultants or other advisors unless they have knowledge concerning the matter in question which would cause such a reliance to be unwarranted. No Manager shall have authority to do any act in contravention of the Articles or this Agreement. A Manager shall be an agent of the Company for the purpose of its business and the act of a Manager, including the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business of the Company, shall bind the Company unless such Manager lacks the authority to act for the Company and the person with whom he is dealing has knowledge of the fact that he has no such authority. No debt shall be contracted or liability incurred by or on behalf of the Company except by a Manager.