Common use of Exculpation of Members; Officers Clause in Contracts

Exculpation of Members; Officers. A Member and any officer of the Company appointed by the Members shall not be liable for any breach of duty in such capacity, unless a judgment or other final adjudication adverse to such Member establishes that such Member's acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such Member personally gained in fact a financial profit or other advantage to which such Member was not legally entitled.

Appears in 41 contracts

Samples: Company Operating Agreement (Town Sports International Inc), Limited Liability Company Operating Agreement (Town Sports International Inc), Company Operating Agreement (Town Sports International Inc)

AutoNDA by SimpleDocs

Exculpation of Members; Officers. A Member and any director or officer of the Company appointed by the Members shall not be liable for any breach of duty in such capacity, unless a judgment or other final adjudication adverse to such Member him or her establishes that such Member's his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such Member he or she personally gained in fact a financial profit or other advantage to which such Member he or she was not legally entitled.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Rousselot Dubuque Inc.)

AutoNDA by SimpleDocs

Exculpation of Members; Officers. A Member and any officer of the Company appointed by the Members shall not be liable for any breach of duty in such capacity, unless a judgment or other final adjudication adverse to such Member him or her establishes that such Member's his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that such Member he or she personally gained in fact a financial profit or other advantage to which such Member he or she was not legally entitled.

Appears in 1 contract

Samples: Town Sports International Inc

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!