Common use of Standards of Conduct and Modification of Duties Clause in Contracts

Standards of Conduct and Modification of Duties. (a) Whenever the Managing Member makes a determination or takes or declines to take any other action, whether under this Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is expressly provided for in this Agreement, the Managing Member shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Act or any other Law or at equity. A determination, other action or failure to act by the Managing Member or any committee thereof (as the case may be) will be deemed to be in good faith unless the Managing Member believed such determination, other action or failure to act was adverse to the interests of the Company. In any proceeding brought by the Company, any Member or any Person who acquires an interest in a Membership Interest or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith.