Common use of Liability of Managers Clause in Contracts

Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers 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) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional misconduct or a knowing violation of lawthird party for participation in tortious conduct, (b) an unlawful distribution distribution, or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware California Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware California Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers 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) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.

Liability of Managers. Except as provided by Section 3.1.18, a manager is not liable to the Company or to the Board of Managers or any manager for any action taken, or any failure to take any action, as a manager, except for liability with respect to (a) intentional willful misconduct or a knowing violation of law, (b) an unlawful distribution distribution, or (c) any transaction for which the manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Florida Act is hereafter amended to authorize the further elimination or limitation of the liability of managers, then the liability of a manager, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Florida Act. In the event that any of the provisions of this Section 3.1.19 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. The Board of Managers 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) the Member or any one or more officers or employees of the Company whom the Board of Managers reasonably believes to be reliable and competent in the matter presented, (ii) legal counsel, public accountants, or other persons as to matters the Board of Managers reasonably believes are within the person’s professional or expert competence, or (iii) a committee of the Board of Managers on which such relying manager does not vote if such relying manager reasonably believes the committee merits confidence.