Common use of Exculpation of Members Clause in Contracts

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.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

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Exculpation of Members. No Member, Manager, representative or officer of the Company Member 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 in good faith and reasonably believed by such Member to be in or not opposed to the best interests of 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 Member or the willful material breach of any obligation under this AgreementAgreement or of the fiduciary duties owed to the Company or the other Members by such Member.

Appears in 10 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Operating Agreement

Exculpation of Members. No Member, Manager, representative 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 Representative or officer or the willful breach of any obligation under this Agreement.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Exculpation of Members. No Neither the Company nor any Member, Manager, representative 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, fraud or gross negligence or willful or wanton misconduct on the part of such Member, Manager, representative Manager or officer or the willful breach of any obligation under this Agreementofficer.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bluerock Multifamily Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Exculpation of Members. No Except as otherwise provided in this Section 14, no Member, Manager, representative 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 Representative or officer or the willful breach of any obligation under this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.), Limited Liability Company Agreement (Bluerock Residential Growth REIT, Inc.)

Exculpation of Members. No Member, Manager, representative 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.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.), Limited Liability Company Agreement (Bluerock Enhanced Multifamily Trust, Inc.)

Exculpation of Members. No Member, Manager, representative or officer of the Company Member 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 Member or the willful breach of any obligation under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Terra Secured Income Fund 5, LLC)

Exculpation of Members. No Member, Manager, representative or officer of the Company Member shall be liable to the Company or to the other Members for damages damages, losses or otherwise with respect to any actions or failures to act taken or not taken relating in good faith and reasonably believed by such Member to be in or not opposed to the best interests of 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 Member or the willful material breach of any obligation under this AgreementAgreement or of the fiduciary duties owed to the Company or the other Members by such Member.

Appears in 1 contract

Samples: Operating Agreement

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Exculpation of Members. No Member, Manager, representative or officer of the Company Member shall be liable to the Company or to the any other Members Member for damages damages, losses or otherwise with respect to any actions or failures to act taken or not taken relating in good faith and reasonably believed by such Member to be in or not opposed to the best interests of 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 Member or the willful material breach of any obligation under this AgreementAgreement or of the fiduciary duties owed to the Company or the other Members by such Member.

Appears in 1 contract

Samples: Operating Agreement

Exculpation of Members. No To the fullest extent permitted by applicable law, no Member, Manager, representative or officer of the Company Company, nor any Special Member nor any Independent Manager 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.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Medalist Diversified REIT, Inc.)

Exculpation of Members. No Member, Manager, representative or officer of the Company Member 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 in good faith and reasonably believed by such Member to be in or not opposed to the best interests of 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 Member or the willful breach of any obligation under this AgreementAgreement or of the fiduciary duties owed to the Company or the other Members by such Member.

Appears in 1 contract

Samples: Operating Agreement (Addvantage Technologies Group Inc)

Exculpation of Members. No Member, Manager, representative or officer of the Company Member 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 in good faith and reasonably believed by such Member to be in or not opposed to the Company, best interests of 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.gross

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Noven Pharmaceuticals Inc)

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