Common use of Performance of Duties; Liability of Managers Clause in Contracts

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. 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 his managerial duties in good faith, in a manner they it reasonably believe 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. 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 believes to be reliable and competent in the matters presented;; or (b) any attorney, independent accountant, or other person as to matters which the Manager reasonably believe believes to be within such person's professional or expert competence; or (c) . A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been a committee upon which the Managers do not serve, duly designated in accordance with a provision Manager of the Articles Company. A Manager shall not be liable to the Company or this Agreementto any Member for any loss or damage sustained by the Company or any Member, as to matters within its designated authorityunless the loss or damage shall have been the result of fraud, which committee deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager reasonably believes to merit competenceManager.

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 Managers shall perform its 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. The 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 if the Manager so performs the duties of the ManagerCompany. In performing its their duties, the Manager Managers shall be entitled to rely on upon 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 unwarranted, and provided that the Manager acts Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (a) one One or more officers, employees or other agents of the Company whom the Manager Managers reasonably believe to be reliable and competent in the matters presented; (b) any An attorney, independent accountant, accountant or other person as to matters which the Manager Managers reasonably believe to be within such person's professional or expert competence; or (c) a 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 Managers reasonably believes believe to merit competence.

Performance of Duties; Liability of Managers. The 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. 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 Managers shall perform its 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. The 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 if the Manager so performs the duties of the ManagerCompany. In performing its their duties, the Manager Managers 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 Managers act 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 Managers 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 Managers reasonably believe to be within such person's ’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 Managers reasonably believes believe to merit competence.

Performance of Duties; Liability of Managers. The Manager 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 or of this Agreement by the ManagerManagers. 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 Managers shall perform its their managerial duties in good faith, in a manner that they reasonably believe 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. The A Manager who so perform the duties of a 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 ManagerCompany. In performing its such duties, the Manager Managers 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 the Managers has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Manager acts Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (a) one A. One or more officers, employees or other agents of the Company whom who the Manager reasonably believe believes to be reliable and competent in the matters presented; (b) any B. Any attorney, independent accountant, or other person as to matters which the Manager Managers reasonably believe to be within such person's ’s professional or expert competence; or (c) a 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 Managers reasonably believes to merit competence.

Performance of Duties; Liability of Managers. (a) 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 Managers shall perform its managerial their duties in good faith, in a manner they reasonably believe to be in the best interests interest 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 No Manager shall not have any liability by reason of being or having been a Manager of be personally liable to the Company if or to any Member for any loss or damage sustained by the Company or any Member to the extent provided in Article X. No Manager so performs shall be liable, responsible, or accountable, in damages or otherwise, to any Member or to the duties of Company, and the Company shall indemnify each Manager. , in each case, to the extent provided in Article X. (b) In performing its his or her duties, the each 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 such Manager acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (ai) one One or more officers, employees employees, representatives or other agents of the Company or its Subsidiaries whom the such Manager reasonably believe believes to be reliable and competent in the matters presented; (bii) any Any attorney, independent accountant, or other person Person as to matters which the such Manager reasonably believe believes to be within such person's ’s professional or expert competence; or (ciii) a A committee of the Board of Managers upon which the Managers do such Manager does 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 such Manager reasonably believes to merit competence.

Performance of Duties; Liability of Managers. The A Manager shall not be liable to the Company or to any Member the Owner for any loss or damage sustained by the Company or any MemberOwner, 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 Managers shall perform its their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and its Membersthe Owner, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The 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 if the Manager so performs the duties of the ManagerCompany. In performing its their duties, the Manager Managers 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 Managers act 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 Managers 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 Managers 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 Certificate or this Agreement, as to matters within its designated authority, which committee the Manager Managers reasonably believes believe to merit competence.

Performance of Duties; Liability of Managers. (a) 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 Managers shall perform its managerial their duties in good faith, in a manner they reasonably believe to be in the best interests interest 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 No Manager shall not be personally liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless a court of competent jurisdiction pursuant to a final non-appealable judgment determines that 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. No Manager shall be liable, responsible, or accountable, in damages or otherwise, to any liability Member or to the Company for any act performed by reason of being or having been a such Manager within the scope of the authority conferred on such Manager by this Agreement, and within the standard of care specified herein, and the Company if the shall indemnify each Manager so performs the duties of the Manager. for any such act performed. (b) In performing its his or her duties, the each 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 such Manager acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (ai) one One or more officers, employees or other agents of the Company or the Subsidiaries whom the such Manager reasonably believe believes to be reliable and competent in the matters presented; (bii) any Any attorney, independent accountant, or other person as to matters which the such Manager reasonably believe believes to be within such person's professional or expert competence; or (ciii) a A committee of the Board of Managers upon which the Managers do such Manager does 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 such Manager reasonably believes to merit competence.

Performance of Duties; Liability of Managers. The Manager Managers shall 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, however, 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 their duties, the Manager Managers 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 manner in question that would cause such reliance to be unwarranted and provided that the Manager acts Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (a) A. one or more officers, employees or other agents of the Company whom the Manager Managers reasonably believe to be reliable and competent in the matters presented; (b) B. any attorney, independent accountant, or other person as to matters which the Manager Managers reasonably believe to be within such person's ’s professional or expert competence; or (c) 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 Managers reasonably believes believe to merit competence.

Performance of Duties; Liability of Managers. The Manager 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 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 Managers shall perform its their managerial duties in good faith, in a manner they it reasonably believe 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. The A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been a the Manager of the Company if the Manager so performs the duties of the ManagerCompany. In performing its their duties, the Manager Managers shall be entitled to rely on information, opinions, reports, reports or statements, including financial statements and other financial data, of the following persons or groups (unless they have it has knowledge concerning the matter in question that would cause such reliance to be unwarranted and unwarranted); provided that the Manager acts Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (a) one One or more officers, employees or other agents of the Company whom the Manager Managers reasonably believe to be reliable and competent in the matters presented; (b) any Any attorney, independent accountant, or other person as to matters which the Manager Managers reasonably believe to be within such person's professional or expert competence; or (c) a 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 Managers reasonably believes to believe so merit competence.

Performance of Duties; Liability of Managers. 5.9.1 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 Managers shall perform its managerial their duties in good faith, in a manner they reasonably believe to be in the best interests interest 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 No Manager shall not be personally liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless a court of competent jurisdiction pursuant to a final non-appealable judgment determines that 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. No Manager shall be liable, responsible, or accountable, in damages or otherwise, to any liability Member or to the Company for any act performed by reason of being or having been a such Manager within the scope of the authority conferred on such Manager by this Agreement, and within the standard of care specified herein, and the Company if the shall indemnify each Manager so performs the duties of the Manager. for any such act performed. 5.9.2 In performing its his or her duties, the each 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 such Manager acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (a) one One or more officers, employees or other agents of the Company or the Subsidiaries whom the such Manager reasonably believe believes to be reliable and competent in the matters presented; (b) any Any attorney, independent accountant, or other person as to matters which the such Manager reasonably believe believes to be within such person's ’s professional or expert competence; or (c) a A committee of the Board of Managers upon which the Managers do such Manager does 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 such Manager reasonably believes to merit competence.

Performance of Duties; Liability of Managers. The A Manager shall not be liable to the Company or to any Member the Owner for any loss or damage sustained by the Company or any MemberOwner, 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 Managers shall perform its their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and its Membersthe Owner, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The 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 if the Manager so performs the duties of the ManagerCompany. In performing its their duties, the Manager Managers 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 Managers act 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 Managers 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 Managers 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 Managers reasonably believes believe to merit competence.

Performance of Duties; Liability of Managers. The A Manager shall not be liable to the Company IMMERSION or to any Member for any loss or damage sustained by the Company IMMERSION 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 Managers shall perform its their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company IMMERSION 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 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 if the Manager so performs the duties of the ManagerIMMERSION. In performing its their duties, the Manager Managers 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 Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (a) one A. One or more officers, employees or other agents of the Company IMMERSION whom the Manager Managers reasonably believe to be reliable and competent in the matters presented;, (b) any B. Any attorney, independent accountant, or other person as to matters which the Manager Managers reasonably believe to be within such person's professional or expert competence; or (c) a 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 Managers reasonably believes believe to merit competence.

Performance of Duties; Liability of Managers. The Manager 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 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 Managers shall perform its 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. The A Manager who so performs the duties of a 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 ManagerCompany. In performing its their duties, the Manager Managers shall be entitled to rely on information, opinions, reports, reports or statements, including financial statements and other financial data, of the following persons or groups (unless they have it has knowledge concerning the matter in question that would cause such reliance to be unwarranted and unwarranted); provided that the Manager acts Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances: (a) one One or more officers, employees or other agents of the Company whom the Manager Managers reasonably believe to be reliable and competent in the matters presented; (b) any Any attorney, independent accountant, or other person as to matters which the Manager Managers reasonably believe to be within such person's professional or expert competence; or (c) a 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 the committee's designated authority, authority and which committee the Manager Managers reasonably believes to merit believe are within such committee's competence.