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6.8 Liability of the Manager. To the extent permitted by state law, a Manager shall <br />not be liable for damages or other losses to the Company or to the Members resulting <br />from any act or omission concerning the Company or its Business, except for willful <br />wrongdoing, gross negligence, or fraud, if at the time of the conduct the Manager held a <br />reasonable, good faith belief that the conduct was within the scope of the Manager's <br />authority and in the Company's best interests, in which case <br />(a) The Company and the Members, by execution of this Agreement or in <br />consideration of being admitted as Members at any time, shall and do release the <br />Manager from liability for any actual or threatened claim, cost, damage, or other <br />loss, including reasonable attorneys fees and court costs, as a result of any demand, <br />claim, or proceeding relating to the Manager's conduct; and <br />(b) The Company, but not the Members, shall indemnify and hold the Manager <br />harmless from and against any actual or threatened claim, cost, damage, or other <br />loss, including reasonable legal fees and court costs, as a result of any demand, <br />claim, or proceeding relating to the Manager's conduct. <br />6.9 Tax Matters Partner. At any time the Company is taxed as a partnership, Joe <br />Spitz, as President of Spitz Cattle Co., shall act as the "Tax Matters Partner" as described <br />in the Code. The Tax. Matters Partner may enter into settlement agreements with the <br />Internal Revenue Service on behalf of all Members with. respect to Partnership Items (as <br />defined in the Code), and each Member shall be bound by the terms of any such <br />settlement unless it has filed a statement described in Code Sec. 6224(c)(3)(B). Except as <br />provided in the preceding sentence, the Members shall execute any further documents <br />which may be necessary or desirable to cause the settlement to bind them and shall not <br />exercise any right or undertake any other action which is inconsistent with any settlement <br />entered into by the Tax Matters Partner on their behalf. 1"be Tax Matters Partner shall <br />keep the Members reasonably informed as to the status of all administrative and judicial <br />tax proceedings and take any other actions it deems appropriate. <br />6.1.0 Action in the Name of the Company. Any note, contract, deed, bill of sale, <br />mortgage, lease, or other instrument or commitment purporting to bind the Company shall <br />be signed by the .Manager on behalf of the Company or by any person duly authorized by <br />the Manager. <br />duty of fhrthePngeupon a certificate �inedb dealing with the Company may rely, without <br />}p <br />g y the Manager as to: the identity of any <br />Manager or Member; the existence or nonexistence of any fact which constitutes a <br />condition precedent to action by the Company or by the Manager on its behalf, or which <br />otherwise pertains to the Company's affairs; the identity of persons authorized to execute <br />and deliver any instrument or document on the Company's behalf; or any act or failure to <br />act by the Company or any other matter whatsoever involving the Company. <br />7 <br />