Exculpation of Members. No Member, Manager, representative or officer of the Company shall be liable to the Company or to the other Members for damages or otherwise with respect to any actions or failures to act taken or not taken relating to the Company, except to the extent any related loss results from fraud, gross negligence or willful or wanton misconduct on the part of such Member, Manager, representative or officer or the willful breach of any obligation under this Agreement.
Exculpation of Members. Subject to the provisions of Section 7.4, no Member, its Affiliates, or trustees, holders of beneficial interests, shareholders, partners, members, directors, officers, the managers, trustees, fiduciaries, employees, agents and representatives (each, an “Exculpated Party”), shall be liable to the Company or to any Member for any liability, damage, loss, cost or expense incurred by the Company or any Member, except to the extent such liability, damage, loss, cost or expense is the result of the gross negligence, fraud, intentional misconduct or the uncured material breach of the terms of this Agreement. In performing its duties or obligations, the Exculpated Party shall be entitled to rely in good faith on the provisions of this Agreement and on any information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid) made or provided by the following other Persons: (i) any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company pursuant to this Agreement; or (ii) any other Person who has been selected with reasonable care by or on behalf of the Company pursuant to this Agreement, in each case as to matters which such Exculpated Party reasonably believes to be within such other Person’s competence and such Exculpated Party did not have knowledge at the time of its reliance that such information, opinions, reports or statements were false. The preceding sentence shall in no way limit the right of any Exculpated Party to rely on information to the extent provided for in Section 18-406 of the Act. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law none of the Members shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities, provided that nothing contained herein shall be deemed to diminish or reduce the implied covenant of good faith and fair dealing. Except as provided in this Agreement, whenever in this Agreement a Member is permitted or required to make a decision affecting or in...
Exculpation of Members. (a) No Member, Manager, or officer of the Company shall be liable to the Company or to the other Members for damages or otherwise with respect to any actions or failures to act taken or not taken relating to the Company, except to the extent any related loss results from fraud, gross negligence or willful or wanton misconduct on the part of such Member, Manager, or officer or the willful breach of any obligation under this Agreement; provided, however, no Member, Manager, or officer of the Company shall be liable to the Company or to the other Members for special, incidental, consequential, or punitive damages.
Exculpation of Members. The Members agree that the obligations of each of them with respect to this Agreement shall not constitute personal obligations of theirs, respectively, and shall not create or involve any claim against, or personal liability on the part of, any Member’s respective members, partners (general or limited) or shareholders, and that the Members will look solely to the assets of such Member for satisfaction of any liability of such Member under or in respect of this Agreement and will not seek recourse against any member, partner (general or limited) or shareholder of such Member, or its or their personal assets, for such satisfaction.
Exculpation of Members. Neither the Member nor the Special Members nor any officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member or the Special Members (collectively, the “Covered Persons”) shall be liable to the Company or any other Person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Persons gross negligence or willful misconduct.
Exculpation of Members. Tenant hereby agrees that members ("Members") of Landlord shall not be personally liable solely as a result of acting as Members of Landlord for injury to Tenant's business, or any loss of income therefrom, or for damage to the goods, wares, merchandise or other property of Tenant, Tenant's employees, invitees, customers, or any other person in, on or about the Premises or Property or for any other loss or consequential damage of any nature whatsoever, nor shall the Members be liable for injury to the person of Tenant, Tenant's employees, agents or contractors, whether damage or injury is caused by results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, heating, ventilation, air conditioning, life safety, mechanical and/or electrical systems, or lighting fixtures, or from any other cause, whether the said damage or injury results from conditions arising on the Premises or from other sources or places where the resulting damage or injury occurs on or about the Premises, and regardless of whether the cause of such damage or injury, or the means of repairing the same is inaccessible to Tenant. Notwithstanding the foregoing, this Section 9.9 shall have no effect if such damage or injury is caused by the gross negligence or willful misconduct of the Members.
Exculpation of Members. Neither Member nor any Affiliate of any Member shall be liable to the other Member for any act or failure to act pursuant to this Agreement, except where such act or failure to act constitutes a breach of this Agreement, gross negligence or willful misconduct and has not been expressly authorized by Member Approval. The Members shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Members in good faith reliance on such advice shall in no event subject any Members or any such other person to liability to the Company or any other Member.
Exculpation of Members. Except as provided in Section 10(b) and to the extent that may otherwise be required by applicable law, no Member, Manager or former Member or Manager, shall be liable, responsible or accountable in damages or otherwise to the Company, to any Members or former Members, for any acts or omissions related to the Company or its business activities unless the same constitutes (i) gross negligence, (ii) fraud or other willful misconduct or (iii) the breach of any material covenant to be performed under this Agreement.
Exculpation of Members. No Member, representative or officer of the Company shall be liable to the Company or to the other Members for damages or otherwise with respect to any actions or failures to act taken or not taken relating to the Company, except to the extent any related loss results from fraud, gross negligence or willful or wanton misconduct on the part of such Member, representative or officer or the willful breach of any obligation under this Agreement; provided that the foregoing shall not relieve or release a Member from liability for a breach of this Agreement that does not constitute a willful breach to the extent same is not covered by applicable insurance maintained by the Company.
Exculpation of Members. The Contributor acknowledges that he or it is not ---------------------- relying upon any Member of the Forest Bank other than the Manager in making his or its decision to contribute Timber Rights to the Forest Bank. The Contributor agrees that no Member of the Forest Bank other than the Manager shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them relating to or in connection with the Forest Bank or the Class A Units. Without limiting the generality of the foregoing, no Member other than the Manager shall have any obligation, liability or responsibility whatsoever for the accuracy, completeness or fairness of any or all information about the Forest Bank.
