Common use of Good Faith Action by the Board Clause in Contracts

Good Faith Action by the Board. Expert Advice, No Bond or Surety. The exercise by the Board of its powers and discretions hereunder shall be binding upon everyone interested. The Board shall be liable for its own willful misfeasance, bad faith, gross negligence of reckless disregard of the duties involved in the conduct of the position as a member of the Board, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Board may take advice of counsel or other experts with respect to the meaning and operation of this Operating Agreement, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. A Manager shall be fully protected in relying in good faith upon the records of the Fund and upon information, opinions, reports or statements presented by another Manager or any officer, employee or other agent of the Fund, or by any other Person as to matters the Manager believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Fund or any Series or Class, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Fund or any Series or Class or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors of the Fund might properly be paid. The appointment, designation or identification of a Manager as chair of the Managers, a member or chair of a committee of the Managers, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Manager, or any other special appointment, designation or identification of a Manager, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Manager in the absence of the appointment, designation or identification, and no Manager who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Manager as aforesaid shall affect in any way that Manager’s rights or entitlement to indemnification or advancement of expenses. The Board shall not be required to give any bond as such, nor any surety if a bond is required.

Good Faith Action by the Board. Expert Advice, No Bond or Surety. The exercise by the Board of its powers and discretions hereunder shall be binding upon everyone interested. The Board shall be liable for its own willful misfeasance, bad faith, gross negligence of reckless disregard of the duties involved in the conduct of the position as a member of the Board, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Board may take advice of counsel or other experts with respect to the meaning and operation of this Operating Agreement, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. A Manager shall be fully protected in relying in good faith upon the records of the Fund and upon information, opinions, reports or statements presented by another Manager or any officer, employee or other agent of the Fund, or by any other Person as to matters the Manager believes are within such other Person’s 's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Fund or any Series or Class, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Fund or any Series or Class or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Members or creditors of the Fund might properly be paid. The appointment, designation or identification of a Manager as chair of the Managers, a member or chair of a committee of the Managers, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Manager, or any other special appointment, designation or identification of a Manager, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Manager in the absence of the appointment, designation or identification, and no Manager who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Manager as aforesaid shall affect in any way that Manager’s 's rights or entitlement to indemnification or advancement of expenses. The Board shall not be required to give any bond as such, nor any surety if a bond is required.