r *Oita" of a manager for (4 a bratteltola manages duty of loyalty to the Company or Itsmeinbere, (ii) an act or orniaaion, not in good filth,. that ocostitutes a. breach of clatrof. a manager to the Coft‘patly or an act or omission that involves intantionaisconduct or a knowing violation of the fat% (ill) a t