Duty of Care. (a) No Manager shall be liable to the Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of a Manager's services pursuant to any agreement, including this Agreement, between a Manager and the Fund for the provision of services to the Fund unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of the Manager constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the performance of its services to the Fund. (b) Members not in breach of any obligation hereunder or under their Member Certifications shall be liable to the Fund, any other Member, or third parties only as provided under the Delaware Act.
Appears in 16 contracts
Samples: Limited Liability Company Agreement (CSFB Alternative Capital Multi-Strategy Master Fund, LLC), Limited Liability Company Agreement (CSFB Alternative Capital Tactical Trading Master Fund, LLC), Limited Liability Company Agreement (Old Field Master Fund, LLC)
Duty of Care. (a) No Manager shall be liable to the Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of a the Manager's services pursuant to any agreement, including this Agreement, between a Manager and the Fund for the provision of services to the Fund unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of the Manager constituting willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of the duties involved in the performance of its the Manager's services to the Fund.
(b) Members not in breach of any obligation hereunder or under their any agreement pursuant to which the Member Certifications subscribed for an Interest shall be liable to the Fund, any other Member, Member or third parties only as provided under the Delaware Act.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Aetos Long Short Strategies Fund LLC), Limited Liability Company Agreement (Aetos Market Neutral Strategies Fund LLC), Limited Liability Company Agreement (Aetos Distressed Investment Strategies Fund LLC)
Duty of Care. (a) No Manager shall be liable to the Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of a Manager's services pursuant to any agreement, including this Agreement, between a Manager and the Fund for the provision of services to the Fund unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of the Manager constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the performance of its his services to the Fund.
(b) Members not in breach of any obligation hereunder or under their Member Certifications shall be liable to the Fund, any other Member, or third parties only as provided under the Delaware Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (ASGI Aurora Opportunities Fund, LLC), Limited Liability Company Agreement (ASGI Mesirow Insight Fund, LLC), Limited Liability Company Agreement (ASGI Corbin Multi-Strategy Fund, LLC)
Duty of Care. (a) No Manager shall be liable to the Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of a Manager's ’s services pursuant to any agreement, including this Agreement, between a Manager and the Fund for the provision of services to the Fund unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of the Manager constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the performance of its his services to the Fund.
(b) Members that are not in breach of any obligation hereunder or under their Member Certifications subscription agreement, application or certification or under any other document pursuant to which Members agree to be bound by all the terms and provisions of this Agreement shall be liable to the Fund, any other Member, or third parties only as provided under the Delaware Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (ASGI Aurora Opportunities Fund, LLC), Limited Liability Company Agreement (Wells Fargo Multi-Strategy 100 Tei Fund A, LLC), Limited Liability Company Agreement (Wells Fargo Multi-Strategy 100 Tei Fund A, LLC)
Duty of Care. (a) No Manager shall be liable to the Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of a Manager's ’s services pursuant to any agreement, including this Agreement, between a Manager and the Fund for the provision of services to the Fund unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of the Manager constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the performance of its his services to the Fund.
(b) Members that are not in breach of any obligation hereunder or under their Member Certifications any other document pursuant to which Members agree to be bound by all the terms and provisions of this Agreement shall be liable to the Fund, any other Member, or third parties only as provided under the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Wells Fargo Multi-Strategy 100 Master Fund I, LLC), Limited Liability Company Agreement (Wells Fargo Family Office Master Fund, LLC)