Duty of Members Sample Clauses

Duty of Members. Members of the JDC-ML, when considering any consensus recommendations provided to the JDC-ML by the Project Manager and the Project Director, when considering differences of view between the Project Manager and the Project Director, and in all their deliberations, are expected to make their own assessment and form their own best judgment of the matters before them.
Sample 1
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Duty of Members. No Member or any of its Affiliates, nor any officer, director, employee or former employee of any Member or its Affiliates shall have any obligation, or be liable, to the Company, or to any Person, including any other Member, or an Affiliate of a Member, for: (i) exercising any of the rights of such Member or such Affiliate under this Agreement or any of the Operative Agreements to which such Member or its Affiliate is or will be a party; (ii) exercising or failing to exercise its rights as a Member of the Company; or (iii) breach of any fiduciary or other similar duty to the Company, or any Person, including any other Member or an Affiliate of a Member by reason of such conduct, other than a breach of any Operative Agreement. 5.4
Sample 1

Related to Duty of Members

  • Rights of Members Except as otherwise provided in this Agreement, (a) each Member shall look solely to the assets of the Company for the return of its Capital Contribution, (b) no Member shall have the right or power to demand or receive property other than cash from the Company and (c) except as provided in this Agreement, no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

  • Liability of Members The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Liability of Member The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • No Liability of Members All 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 Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

  • Role of Members A Member, while a Member, retains the Lawyers exclusively to act for the Member in prosecution of their Claim and via the Scheme.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • List of Members Upon written request of any Member, the Managers shall provide a list showing the names, addresses and Percentage Interests of all Members in the Company.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

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