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 consistently with the obligation of good faith and fair dealing. 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 or duty of care to the Company or the Sole Member; (ii) for acts or omissions not consistent with such person's obligation of good faith and fair dealing 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. A Manager's duty of loyalty is limited to the following: (a) to account to the Company and to hold as trustee for it any property, profit or benefit derived by the Manager in the conduct or winding up of the Company's business or derived from a use of the Company's property by the Manager, including the appropriation of the Company's opportunity; (b) to refrain from dealing with the Company in the conduct or winding up of the Company's business as or on behalf of a party having an interest adverse to the Company; and (c) to refrain from competing with the Company in the conduct of the Company's business before the dissolution of the Company. A Manager's duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law in the conduct of and winding up of the Company's business. Without the prior written consent of the Sole Member, a Manager may not transact any business with the Company that furthers the Manager's own interest.