Common use of Limited Liability of Managers and Officers Clause in Contracts

Limited Liability of Managers and Officers. No Manager or officer of the Company shall be liable, responsible or accountable to the Company or any of the Members for any act or omission performed or omitted by him or her, or for any decision, except in the case of fraudulent or illegal conduct of such Person. For purposes of this Article 8, the fact that an action, failure to act or decision is taken on the advice of counsel for the Company shall be evidence of good faith and lack of fraudulent conduct.