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the Company. However, upon substantiation of the amount and purpose thereof, the General <br /> Manager shall be entitled to reimbursement for expenses reasonably incurred in connection with <br /> the activities of the Company. <br /> 5.4. Duties of Parties. <br /> 5.4.1. (1) A General Manager elected pursuant to this Operating Agreement shall <br /> perform his or her duties as a manager in good faith, in a manner he or she reasonably believes to <br /> be in the best interests of the limited liability company, and with such care as an ordinarily <br /> prudent person in a like position would use under similar circumstances. A Person who so <br /> performs his duties shall not have any liability by reason of being or having been a General <br /> Manager of the Company. <br /> (2) In performing his duties, a General Manager shall be entitled to rely on <br /> information, opinions, reports, or statements of the following persons or groups unless he has <br /> knowledge concerning the matter in question that would cause such reliance to be unwarranted: <br /> (a) One or more employees or other agents of the Company whom the <br /> manager reasonably believes to be reliable and competent in the matters presented; <br /> (b) Any attorney, public accountant, or other person as to matters which <br /> the General Manager reasonably believes to be within such person's professional or expert <br /> competence; or <br /> (c) A committee upon which he does not serve, duly designated in <br /> accordance with a provision of the Articles of this Organization or this Agreement, as to matters <br /> within its designated authority, which committee the General Manager reasonably believes to <br /> merit confidence. <br /> Section 7-108-501 of the Colorado Business Corporation Act (entitled "conflicting <br /> interest transaction") shall apply to contracts or other transactions between the Company and any <br /> of its General Managers or committee members and any other entity in which any of its General <br /> Managers or committee members is a director or has a material financial interest; provided that <br /> references therein to the "corporation" shall be deemed to be to the Company, references to a <br /> "director" shall be deemed to be to the General Manager, references to "shareholders" shall be <br /> deemed to be to "Members," and references to the "board of directors" shall be to the <br /> "Management Committee," if one is appointed. <br /> 5.5. Liability and Indemnification. <br /> 5.5.1. The General Manager shall not be liable, responsible, or accountable, in <br /> damages or otherwise, to any Member or to the Company for any act performed by the General <br /> Manager within the scope of the authority conferred on the General Manager by this Agreement, <br /> except for actions or omissions constituting fraud, gross negligence, or an intentional breach of <br /> this Agreement or applicable law. �n <br /> t "�l <br />