Performance of Duties; Liability of Managers. The Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager. The Manager shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company and shall use them solely for the benefit of the Company. The Manager shall perform its managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The Manager shall not have any liability by reason of being or having been a Manager of the Company if the Manager so performs the duties of the Manager. In performing its duties, the Manager shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless they have knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Manager acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:
(a) one or more officers, employees or other agents of the Company whom the Manager reasonably believe to be reliable and competent in the matters presented;
(b) any attorney, independent accountant, or other person as to matters which the Manager reasonably believe to be within such person's professional or expert competence; or
(c) a committee upon which the Managers do not serve, duly designated in accordance with a provision of the Articles or this Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit competence.
Performance of Duties; Liability of Managers. Except as may otherwise -------------------------------------------- be provided in the Employment Agreement, a Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager.
Performance of Duties; Liability of Managers. A Manager will not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage will have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager. The Managers will perform their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so performs the duties of Manager will not have any liability by reason of being or having been a Manager of the Company.
Performance of Duties; Liability of Managers. The Managers shall perform their managerial duties in good faith and in a manner they believe to be in, or not opposed to, the best interests of the Company. In performing their duties, the Managers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of any attorney, independent accountant or other Person as to matters which the Managers believe to be within such Person's professional or expert competence unless the Managers have actual knowledge concerning the matter in question that would cause such reliance to be unwarranted.
Performance of Duties; Liability of Managers. 6.6.1 The Managers shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by such Manager.
6.6.2 Notwithstanding that it may constitute a conflict of interest, any Manager may, and may cause their Affiliates to, engage in any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from Persons capable of similarly performing them and in similar transactions between parties operating at arm’s length.
Performance of Duties; Liability of Managers. A Manager shall not be liable to the Company or to any Member or any other Manager for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager. Pursuant to Sections 18-1101(b) and (c) of the Act, the only duties, including fiduciary duties, of a Manager (in his capacity as a Manager) to the Company and the Members are to act in good faith, in a manner such Manager reasonably believes to be in the best interests of the Company and its Members, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Without limiting the generality of the foregoing, the Members agree that the foregoing sentence describes in its totality the fiduciary duties of a Manager to the Company and its Members, and that the fiduciary duties of a Manager to the Company and its Members shall not be those of a director to a corporation and its shareholders under the DGCL or those of a partner to a partnership and its partners. Any Manager who performs the duties of a Manager in compliance with this Section 5.10 shall not have any liability by reason of being or having been a Manager of the Company. In any action challenging any action or determination of the Board of Managers, the party challenging such action or determination shall have the burden of proving its allegations, and nothing shall shift the burden of proof with respect to the satisfaction of the standard set forth above to any Manager or to the Board of Managers as a whole.
Performance of Duties; Liability of Managers. A Manager shall not be liable to the Company, to any Company Subsidiary or to any Member for any loss or damage sustained by the Company, any Company Subsidiary or any Member, unless the Manager has failed to comply with the good faith standard of this Section 4.3 or the loss or damage shall have been the result of fraud, gross negligence, willful misconduct, willful breach of this Agreement, knowing violation of law or any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing or any liabilities resulting from transactions in which such Manager derived an improper personal benefit or committed a material breach of this Agreement. A Manager shall perform the Manager’s managerial duties in good faith, in a manner the Manager reasonably believes to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been a Manager of the Company.
Performance of Duties; Liability of Managers. Every Manager shall discharge his duties as a Manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in the best interests of the Company. A Manager shall not be liable for any monetary damages to the Company for any breach of such duties except for receipt of a financial benefit to which the Manager is not entitled; voting for or assenting to a distribution to Members in violation of this Agreement or the Act; or a knowing violation of the Agreement or of the law.
Performance of Duties; Liability of Managers. No Manager shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct or a knowing violation of law by the Manager. The Managers shall perform their managerial duties in good faith, in a manner it reasonably believes to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability by reason of being or having been a Manager of the Company. In performing their duties, each Manager shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of any attorney, independent accountant, or other licensed person as to matters which the Manager reasonably believes to be within such person's professional or expert competence, unless the Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted, and provided that the Manager acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances.
Performance of Duties; Liability of Managers
