Liability for Certain Acts. No Manager or Member has guaranteed or shall have any obligation with respect to the return of any Member’s Capital Contributions or profits from the operation of the Company. Notwithstanding the Act, no Manager or Member shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member except loss or damage resulting from the willful misconduct or knowing violation of law by the Manager or a transaction for which the Manager received a personal benefit in material breach of the provisions of the Operating Agreement (each, a “Cause Act”). The Manager shall be entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data prepared or presented by: (i) any one or more Members, Managers, Officers or employees of the Company whom the Manager reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Manager reasonably believes are within the person’s professional or expert competence, or (iii) a committee of Managers of which he or she is not a member if the Manager reasonably believes the committee merits confidence.
Appears in 17 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
