Common use of EXCULPATION OF DIRECTORS Clause in Contracts

EXCULPATION OF DIRECTORS. No Director shall be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any act or omission performed or omitted (i) in good faith on behalf of the Company, (ii) in a manner reasonably believed by such Director to be within the scope of the authority granted to him or her by this Agreement, and (iii) in a manner not constituting willful misconduct, fraud, or breach of fiduciary duty of loyalty.

Appears in 27 contracts

Samples: Operating Agreement (Delta Energy Center, LLC), Limited Liability Company Operating Agreement (Delta Energy Center, LLC), Limited Liability Company Operating Agreement (Delta Energy Center, LLC)

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EXCULPATION OF DIRECTORS. No Director shall be liable, responsible or accountable in damages or otherwise to the Company Partnership or any of the Members Partners for any act or omission performed or omitted (i) in good faith on behalf of the CompanyPartnership, (ii) in a manner reasonably believed by such Director to be within the scope of the authority granted to him or her by this Agreement, and (iii) in a manner not constituting willful misconduct, fraud, or breach of fiduciary duty of loyalty.

Appears in 12 contracts

Samples: Agreement of Limited Partnership (NRG Retail LLC), Agreement of Limited Partnership (NRG Retail LLC), Limited Partnership Agreement (Delta Energy Center, LLC)

EXCULPATION OF DIRECTORS. No The Director shall not be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any act or omission performed or omitted (i) in good faith on behalf of the Company, (ii) in a manner reasonably believed by such Director to be within the scope of the authority granted to him or her by this Agreement, and (iii) in a manner not constituting willful misconduct, fraud, or breach of fiduciary duty of loyalty.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement (NRG Retail LLC), Operating Agreement (NRG Retail LLC), Limited Liability Company Operating Agreement (NRG Retail LLC)

EXCULPATION OF DIRECTORS. No Director shall be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any act or omission performed or omitted (i) in good faith on behalf of the Company, (ii) in a manner reasonably believed by such Director to be within the scope of the authority granted to him or her by this Agreement, and (iii) in a manner not constituting willful misconduct, fraud, or breach of fiduciary duty of loyalty.,

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Delta Energy Center, LLC), Operating Agreement (Delta Energy Center, LLC)

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EXCULPATION OF DIRECTORS. No Director shall be liable, responsible or accountable in damages or otherwise to the Company Partnership or any of the Members Partners for any act or omission performed or omitted (ia) in good faith on behalf of the CompanyPartnership, (iib) in a manner reasonably believed by such Director to be within the scope of the authority granted to him or her by this Agreement, and (iiic) in a manner not constituting willful misconduct, fraud, or breach of fiduciary duty of loyalty.

Appears in 1 contract

Samples: Limited Partnership Agreement (WUS Holding, L.L.C.)

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