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

Performance of Duties; Liability of Managers. 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 or of this Agreement by the Managers. The Managers shall perform their managerial duties in good faith, in a manner that they 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 perform the duties of a Manager shall not have any liability by reason of being or having been a Manager of the Company. In performing such duties, the 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 the Managers has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

Appears in 2 contracts

Samples: Operating Agreement (Atwood Minerals & Mining CORP.), Operating Agreement (Atwood Minerals & Mining CORP.)

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Performance of Duties; Liability of Managers. 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 or of this Agreement by the ManagersManager. The Managers shall perform their managerial duties in good faith, in a manner that they 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. A Manager who so perform performs the duties of a Manager shall not have any liability by reason of being or having been a the Manager of the Company. In performing such their duties, the 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 the Managers it has knowledge concerning the matter in question that would cause such reliance to be unwarranted and unwarranted); provided that the Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

Appears in 1 contract

Samples: Operating Agreement (Excel Legacy Corp)

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Performance of Duties; Liability of Managers. 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 or of this Agreement by the ManagersManager. The Managers shall perform their managerial duties in good faith, in a manner that they reasonably believes 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 perform performs the duties of a Manager shall not have any liability by reason of being or having been a Manager of the Company. In performing such their duties, the 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 the Managers it has knowledge concerning the matter in question that would cause such reliance to be unwarranted and unwarranted); provided that the Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

Appears in 1 contract

Samples: Operating Agreement (Excel Legacy Corp)

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