Form Sc-00llc-1 - Llc Operating Agreement Page 7
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20ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24.
Duties of Members: Limitation of Liability. The Members, Managers and officers shall
perform their duties in good faith, in a manner they reasonably believe to be in the best interests
of the LLC, and with such care as an ordinarily prudent person in a like position would use under
similar circumstances. No Member or officer, by reason of being or having been a Member or
officer, shall be liable to the LLC or to any other Member or officer for any loss or damage
sustained by the LLC or any other Member or officer unless the loss or damage shall have been
the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking by that
Member or officer.
25.
Members Have No Exclusive Duty to LLC. The Members shall not be required to
participate in the LLC as their sole and exclusive business. Members may have other business
interests and may participate in other investments or activities in addition to those relating to the
LLC. No Member shall incur liability to the LLC or to any other Member by reason of
participating in any such other business, investment or activity.
26.
Protection of Members and Officers.
(a)
As used herein, the term “Protected Party” refers to the Members and officers of
the Company.
(b)
To the extent that, at law or in equity, a Protected Party has duties (including
fiduciary duties) and liabilities relating thereto to the LLC or to any other Protected Party,
a Protected Party acting under this Agreement shall not be liable to the LLC or to any
other Protected Party for good faith reliance on:
the provisions of this Agreement;
the records of the LLC; and/or
such information, opinions, reports or statements presented to the LLC by any person
as to matters the Protected Party reasonably 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 LLC.
(c)
The provisions of this Agreement, to the extent that they restrict the duties and
liabilities of a Protected Party to the LLC or to any other Protected Party otherwise
existing at law or in equity, are agreed by the parties hereto to replace such other duties
and liabilities of such Protected Party.
27.
Indemnification and Insurance.
(a)
Right to Indemnification.
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