Form Il-00llc-1 - Llc Operating Agreement Page 8
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21(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:
(i)
the provisions of this Agreement;
(ii) the records of the LLC; and/or
(iii) 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, including information, opinions, reports or statements as to the
value and amount of the assets, liabilities, profits or losses of the LLC
or any other fact pertinent to the existence and amount of assets from
which distributions to Members might properly be paid.
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.
d) Whenever this Agreement permits or requires a Protected Party to make
a decision in its “discretion” or under a grant of similar authority or
latitude, the Protected Party shall be entitled to consider only such
interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the LLC or any other Person.
e) Whenever this Agreement permits or requires a Protected Party to make
a decision using a “good faith” or under another express standard, the
Protected Party shall act under such express standard and shall not be
subject to any other or different standard imposed by this Agreement or
other applicable law.
27.
Indemnification and Insurance.
(a) Right to Indemnification.
(i)
Any person who is or was a member or officer of the LLC and who is or
may be a party to any civil action because of his/her participation in or
with the LLC, and who acted in good faith and in a manner which he/she
reasonably believed to be in, or not opposed to, the best interests of the
LLC, shall be indemnified and held harmless by the LLC.
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