This excerpt taken from the GLDD 8-K filed May 6, 2008.
6.4 Limited Liability.
(a) Except as otherwise provided by the Act or in this Agreement, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Manager, Officer or Member (or any Affiliate of a Manager, Officer or Member) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Manager, Officer or Member of the Company.
(b) To the extent that at law or in equity, a party shall have duties (including fiduciary duties) and liabilities to the Company or the Members, such duties and liabilities may be restricted by provisions of this Agreement.
(c) To the fullest extent permitted under the Act, the Delaware General Corporation Law or any other applicable law as currently or hereafter in effect, none of the Board of Managers or any Manager, Officer or any Affiliate of any thereof shall be personally liable, responsible or accountable in damages or otherwise to the Company or any of its Members for or with respect to any action taken or failure to act on behalf of the Company within the scope of the authority conferred on such party by this Agreement or by law. In addition to, and not by way of limitation of, the preceding sentence, none of the Board of Managers or any Manager, Officer or any Affiliate of any thereof shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager or Officer, except for liability for acts or omissions not in good faith or which involve gross negligence, intentional misconduct or a knowing violation of law. Any repeal or modification of this Section 6.4 shall not adversely affect any right or protection of any Member existing prior to such repeal or modification.
(d) The Board of Managers and each Member, Manager and Officer shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to the matters the Board of Managers or such Member, Manager or Officer reasonably believes are within such other Persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.