Common use of Manager’s Standard of Care Clause in Contracts

Manager’s Standard of Care. A Manager’s duty of care in the discharge of the Manager’s duties to the Company and the Members is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In discharging their duties, the Managers shall be fully protected in relying in good faith upon the records required to be maintained under Section IX and upon such information, opinions, reports or statements by any of the Members, or by agents, or by any other Person, as to matters the Managers reasonably believe are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which Distributions to members might properly be paid.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Stratos Funding, LP), Limited Liability Company Agreement (Stratos Funding, LP)

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Manager’s Standard of Care. A Manager’s 's duty of care in the discharge of the Manager’s 's duties to the Company and the Members is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In discharging their its duties, the Managers a Manager shall be fully protected in relying in good faith upon the records required to be maintained under Section IX Article IV and upon such information, opinions, reports or statements by any of the its other Managers, Members, or by agents, or by any other Personperson, as to matters the Managers Manager reasonably believe believes are within such other Person’s person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which Distributions distributions to members Members might properly be paid.

Appears in 1 contract

Samples: Operating Agreement (Acacia Research Corp)

Manager’s Standard of Care. A Manager’s duty of care in the discharge of the Manager’s duties to the Company and to the Members is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In discharging their his duties, the Managers a Manager shall be fully protected in relying relying, in good faith faith, upon the records required to be maintained under Section IX this Agreement and upon such information, opinions, reports or statements by any of the its other Managers, Members, or by agents, or by any other Personperson, as to matters the Managers Manager reasonably believe believes are within such other Personperson’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which Distributions distributions to members Members might properly be paid. The liability of the Managers shall be further restricted as provided in the Articles of Organization.

Appears in 1 contract

Samples: Operating Agreement (Ryan's Restaurant Leasing Company, LLC)

Manager’s Standard of Care. A Manager’s duty of care in the discharge of the Manager’s duties to the Company and the Members is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. law In discharging their duties, the Managers shall be fully protected in relying in good faith upon the records required to be maintained under Section IX and upon such information, opinions, reports or statements by any of the Members, or by agents, or by any other Person, as to matters the Managers reasonably believe are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which Distributions to members might properly be paid.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Stratos Funding, LP)

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Manager’s Standard of Care. A Manager’s duty of care in the discharge of the Manager’s duties to the Company and the Members is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In discharging their duties, the Managers shall be fully protected in relying in good faith upon the records required to be maintained under Section IX Article 8 and upon such information, opinions, reports or statements by any of the Members, or by agents, or by any other Person, as to matters the Managers reasonably believe are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which Distributions distributions to members might properly be paid.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Stratos Funding, LP)

Manager’s Standard of Care. A The Manager’s duty of care in the discharge of the Manager’s duties to the Company and the Members other Shareholders is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. In discharging their its duties, the Managers Manager shall be fully protected in relying in good faith upon the records required to be maintained under Section IX Article 4 and upon such information, opinions, reports reports, or statements by any of the Membersother Shareholders, or by any officer, agents, or by any other Person, as to matters the Managers Manager reasonably believe believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports reports, or statements as to the value and amount of the assets, liabilities, profits profits, or losses of the Company or any other facts pertinent to the existence and amount of assets from which Distributions distributions to members Shareholders might properly be paid.

Appears in 1 contract

Samples: Operating Agreement (ServiceMaster Consumer Services Limited Partnership)

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