Standard of Care; Liability. Every Manager shall discharge his or her 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 or she 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 (i) receipt of a financial benefit to which the Manager is not entitled; (ii) voting for or assenting to a distribution to the Member in violation of this Agreement of the Act; or (iii) a knowing violation of the law.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Great Lakes Dredge & Dock Environmental, Inc), Limited Liability Company Agreement (Great Lakes Dredge & Dock Environmental, Inc), Limited Liability Company Agreement (Great Lakes Dredge & Dock CORP)
Standard of Care; Liability. Every Manager shall discharge his or her 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 or she 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 (i) receipt of a financial benefit to which the Manager is not entitled; (ii) voting for or assenting to a distribution to the Member in violation of this Agreement of the Delaware LLC Act; or (iii) a knowing violation of the law.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Great Lakes Dredge & Dock Environmental, Inc), Limited Liability Company Agreement (Great Lakes Dredge & Dock CORP)
Standard of Care; Liability. Every Manager shall discharge his or her 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 or she 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 (i) receipt of a financial benefit to which the Manager is not entitled; (ii) voting for or assenting to a distribution to the Member Members in violation of this Agreement of or the Act; or, an act or (iii) omission not in good faith or involving intentional misconduct or a knowing violation of the law.
Appears in 2 contracts
Samples: Supply Agreement (Minnesota Corn Processors LLC), Supply Agreement (Corn Products International Inc)
Standard of Care; Liability. Every Manager Each Member shall discharge his or her management 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 or she reasonably believes to be in the best interests of the CompanyCompany as required by the Act. A Manager Member shall not be liable for any monetary damages to the Company for any breach of any such management duties except for (i) liability arising as a result of the receipt of a financial benefit to which the Manager Member is not entitled; (ii) , voting for or assenting to a distribution to the Member Members in violation of this Agreement of the Act; , or (iii) a knowing violation of the law.
Appears in 1 contract
Standard of Care; Liability. Every Manager Member shall discharge his or her duties as a Manager manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, circumstances and in a manner he or she the Member reasonably believes to be in the Company's best interests of the Companyinterests. A Manager Member shall not be liable for any monetary damages to the Company for any breach of such management duties except for (ia) receipt of a financial benefit to which the Manager Member is not entitled; , (iib) voting for or assenting to a distribution to the Member Members in violation of this Operating Agreement of or the Act; , or (iiic) a knowing violation of the law.
Appears in 1 contract
Samples: Operating Agreement