Laserfiche WebLink
unreasonably withheld). Members of the Management Committee may participate in a meeting <br />of the Management Committee by means of conference telephone or video conferencing by <br />means of which all members participating in the meeting can hear and be heard. Except for <br />emergencies, all meetings of the Management Committee may be called by the Manager or a <br />majority of the members of the Management Committee upon 48 hours notice (in the form <br />permitted under Section 11.5). The Management Committee shall conduct its business by such <br />other procedures as a majority of its members considers appropriate. <br />10.2 Standard of Care of Manager; Indemnification. <br />(a) The Manager shall not be liable, responsible or accountable in damages to <br />any Interest Holder or the Company for any act or omission on behalf of the Company performed <br />or omitted by the Manager in good faith and in a manner reasonably believed by the Manager to <br />be within the scope of the authority granted to the Manager by this Agreement and in (or not <br />opposed to) the best interests of the Company and, in the case of a criminal action or proceeding, <br />had no reasonable cause to believe the conduct unlawful. <br />(b) To the full extent permitted by the Act, the Company shall indemnify the <br />Manager for, and hold the Manager harmless from, any loss or damage incurred by the Manager <br />by reason of any act or omission so performed or omitted by the Manager so long as the Manager <br />acted in good faith and in a manner reasonably believed by the Manager to be within the scope of <br />the authority granted to the Manager by this Agreement and in (or not opposed to) the best <br />interests of the Company and, in the case of a criminal action or proceeding, had no reasonable <br />cause to believe the conduct was unlawful. To the full extent authorized or permitted by the Act, <br />the Company shall pay or reimburse reasonable expenses (including reasonable attorneys' fees) <br />incurred by the Manager who is a party to a proceeding in advance of final disposition of such <br />proceeding provided the Manager agrees to reimburse the Company should it ultimately be <br />determined that the Manager was not entitled to indemnification pursuant to the provisions of <br />this Section 10.2(b). The Company may purchase and maintain insurance on behalf of the <br />Manager against any liability asserted against or incurred by the Manager as a result of being the <br />Manager, whether or not the Company would have the power to indemnify the Manager against <br />the same liability under the provisions of this Section 10.2(b) or the Act. <br />(c) Compensation for Services. Neither the Manager nor the members of the <br />Management Committee shall be entitled to receive a fee for performing services unless agreed <br />to by the Requisite Members. If any such fee is paid to a Manager or member of the <br />Management Committee who is an Interest Holder, it is intended that such fee be treated as an <br />expense of the Company in arriving at net income or loss and deductible by the Company for <br />Federal income tax purposes pursuant to sections 707(a) or 707(c) of the Code (unless required <br />to be capitalized). <br />10.3 Other Activities; Related Party Transactions. <br />(a) The Manager shall devote such of the Manager's time to the affairs of the <br />Company's business as the Manager shall deem necessary. The Interest Holders, Manager and <br />their Affiliates may engage in, or possess an interest in, other business ventures of any nature and <br />description, independently or with others, whether or not such activities are competitive with <br />-17-