Common use of EXCULPATION OF LIABILITY OF MANAGERS Clause in Contracts

EXCULPATION OF LIABILITY OF MANAGERS. No Manager shall be liable for errors in judgment or for any act or omission if such person acts in good faith. Notwithstanding anything to the contrary set forth in this Agreement, no Manager shall be liable to the Company or to the Sole Member for monetary damages or losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Manager's or Officer's, employee's or agent's fiduciary duty, except: (i) for a breach of such person's duty of loyalty to the Company or the Sole Member; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Manager derived an improper personal benefit. If the D.G.C.L. is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations, then the liability of a Manager to the Company, in addition to the personal limitations provided herein, shall be further limited to the fullest extent permitted of Delaware corporations under the D.G.C.L. as so amended.

EXCULPATION OF LIABILITY OF MANAGERS. No Manager shall be liable for errors in judgment or for any act or omission if such person acts in good faith. Notwithstanding anything to the contrary set forth in this Agreement, no Manager shall be liable to the Company or to the Sole Member Members for monetary damages or losses sustained or liabilities incurred as a result of any act or omission constituting a breach of such Manager's or Officer's, employee's or agent's fiduciary duty, except: (i) for a breach of such person's duty of loyalty to the Company or the Sole MemberMembers; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the Manager derived an improper personal benefit. If the D.G.C.L. is amended after the date of this Agreement to authorize Delaware corporations to further eliminate or limit the personal liability of directors of Delaware corporations, then the liability of a Manager to the Company, in addition to the personal limitations provided herein, shall be further limited to the fullest extent permitted of Delaware corporations under the D.G.C.L. as so amended.