Common use of Liability of Officers; Limits Clause in Contracts

Liability of Officers; Limits. No officer of the Company shall be liable to the Company or to the Member for any loss or damage sustained by the Company or to the Member, unless the loss or damage shall have been the result of: (a) gross negligence, fraud or intentional misconduct, bad faith or knowing violation of law by the officer in question; (b) a breach of the duty of loyalty of such officer to the Company or the Member; (c) a transaction from which the officer derived an improper personal benefit; (d) breach of such person’s duties pursuant to Section 4.4(c); (the conduct described in each of the foregoing clauses (a) through (d), inclusive, being hereinafter referred to as “Improper Conduct”). In performing his or her duties, each such person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid) of the following other persons or groups: one or more officers or employees of the Company; any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or any other person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying person reasonably believes to be within such other person’s competence.

Liability of Officers; Limits. No officer of the Company shall be liable to the Company or to the Member Members for any loss or damage sustained by the Company or to the a Member, unless the loss or damage shall have been the result of: (a) gross negligence, fraud or intentional misconduct, bad faith or knowing violation of law by the officer in question; (b) a breach of the duty of loyalty of such officer to the Company or the a Member; (c) a transaction from which the officer derived an improper personal benefit;; or (d) breach of such person’s duties pursuant to Section 4.4(c5.4(c); (the conduct described in each of the foregoing clauses (a) through (d), inclusive, being hereinafter referred to as “Improper Conduct”). In performing his or her duties, each such person shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to the a Member might properly be paid) of the following other persons or groups: one or more officers or employees of the Company; any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or any other person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying person reasonably believes to be within such other person’s competence.