Duty of Care. (a) The Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office. (b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 25 contracts
Samples: Limited Liability Company Agreement (PNC Absolute Return TEDI Fund LLC), Limited Liability Company Agreement (PNC Absolute Return Fund LLC), Limited Liability Company Agreement (PNC Alternative Strategies Fund LLC)
Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Ramius IDF LLC), Limited Liability Company Agreement (Ramius IDF Master Fund LLC), Limited Liability Company Agreement (Excelsior Multi-Strategy Hedge Fund of Funds (Ti 2), LLC)
Duty of Care. (a) The Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s 's or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Mercantile Absolute Return Fund LLC), Limited Liability Company Agreement (Mercantile Small Cap Manager Fund LLC), Limited Liability Company Agreement (Mercantile Alternative Strategies Fund LLC)
Duty of Care. (a) The Manager and Directors shall not be liable to the Company Master Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the CompanyMaster Fund, any Member or third parties only as provided under the Delaware Act.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (PNC Alternative Strategies Master Fund LLC), Limited Liability Company Agreement (Mercantile Absolute Return Master Fund LLC), Limited Liability Company Agreement (Mercantile Long-Short Manager Master Fund LLC)
Duty of Care. (a) The Manager and Directors A Director shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Ti 2), LLC), Limited Liability Company Agreement (Grosvenor Registered Multi-Strategy Fund (Te), LLC), Limited Liability Company Agreement (Phoenix LJH Advisors Fund LLC)
Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Whistler Fund LLC), Limited Liability Company Agreement (Xanthus Fund LLC)
Duty of Care. (a) The Manager and Directors A Director shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest a Unit or Units shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 2 contracts
Samples: Operating Agreement (Acp Strategic Opportunities Fund Ii LLC), Operating Agreement (Acp Continuum Return Fund Ii LLC)
Duty of Care. (a) The Manager and Directors No Director, officer of the Company, nor the Managing Member shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his, her or its services under this Agreement, 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 such Manager Director, officer or Director Managing Member constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such ManagerDirector’s, officer’s or DirectorManaging Member’s office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest Units shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Citigroup Alternative Investments Multi Adv Hedge Fu Por LLC)
Duty of Care. (a) The Manager and Directors A Director shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest a Unit or Units shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Operating Agreement (PARADIGM Multi Strategy Fund, LLC)
Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Susa Registered Fund, L.L.C.)
Duty of Care. (a) The Manager and Directors shall not be liable to the Company Master Portfolio or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the CompanyMaster Portfolio, any Member or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Growth Capital Master Portfolio, LLC)
Duty of Care. (a) The A Manager and Directors shall not be liable to the Company Fund or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the CompanyFund, any Member or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Global Chartist Fund, LLC)
Duty of Care. (a) The Manager and Directors A Director shall not be liable to the Company Fund or to any of its Members Partners for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.
(b) Members Partners not in breach of any obligation hereunder or under any agreement pursuant to which the Member Partner subscribed for an a Interest or Interests shall be liable to the CompanyFund, any Member Partner or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Limited Partnership Agreement (Persimmon Growth Partners Fund Lp)
Duty of Care. (a) The Manager and Directors shall not be liable to the Company Portfolio or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s 's or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the CompanyPortfolio, any Member or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Growth Capital Portfolio, LLC)
Duty of Care. (a) The A Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their his or her services under this Agreement, 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 such Manager or Director constituting willful misfeasance, bad faith, or gross negligence or reckless disregard of the duties involved in the conduct of such Manager’s or Director’s 's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest Units shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Man FRM Alternative Multi-Strategy Fund LLC)