Common use of Performance of Duties; No Liability of Managers Clause in Contracts

Performance of Duties; No Liability of Managers. No Manager shall be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by the Manager within the scope of the authority conferred on the Manager by or pursuant to this Agreement except for fraud, gross negligence or an intentional breach of this Agreement. In performing their duties, each Manager 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 Members might properly be paid) of the following other Persons or groups: (a) one or more officers or management level employees of the Company; (b) any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company or the Management Committee; or (c) any other Person who has been selected with reasonable care by or on behalf of the Company or the Management Committee, in each case as to matters which such relying Person reasonably believes to be within such other Person’s competence.