1. In good faith and with fair dealing;
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
3. In a manner the manager reasonably believes to be in the best interests of the limited liability company.
1. For any action taken as a manager, or any failure to take any action, if such manager performed the duties of such manager in compliance with subsection (6)(a)(i) of this section.
2. For breach of fiduciary duty for the manager's good-faith reliance on the provisions of the operating agreement.
1. In good faith and with fair dealing;
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
3. In a manner the officer reasonably believes to be in the best interests of the limited liability company.
1. For any action taken as an officer, or any failure to take any action, if such officer performed the duties of such member in compliance with subsection (6)(b)(i) of this section; and
2. For breach of fiduciary duty for the officer's good-faith reliance on the provisions of the operating agreement.
1. In good faith and with fair dealing;
2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
3. In a manner the person reasonably believes to be in the best interests of the limited liability company.
1. For any action taken as a member of a member-managed limited liability company, or any failure to take any action, if such member performed the duties of such member in compliance with subsection (6)(c)(i) of this section.
2. For breach of fiduciary duty for the member's good faith reliance on the provisions of the operating agreement.
The court:
1. The objective of the term is unreasonable; or
2. The term is an unreasonable means to achieve the provision's objective.
Structure Mississippi Code