Failure to Observe Formalities. A failure to observe any formalities or requirements of this Agreement, the Certificate of Formation or the Act shall not be grounds for imposing personal liability on the Members or the Board for liabilities of the Company.
Failure to Observe Formalities. 30 8.5 INDEMNIFICATION......................................................30
Failure to Observe Formalities. The failure of the Company to observe any formalities or requirements relating to the exercise of its power or management of it business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Manager or any Members for liabilities of the Company.
Failure to Observe Formalities. A failure to observe any formalities or requirements of this Agreement or the Act shall not be grounds for imposing personal liability on the Member for debts, liabilities and obligations of the Company or of any Series thereof.
Failure to Observe Formalities. 4 1.11 Liability of Members to Third Parties.............................................. 4 1.12
Failure to Observe Formalities. Notwithstanding any other provision of this Agreement, so long as any obligation evidenced or secured by any of the Loan Documents remains outstanding and not discharged in full, the Company shall (and the Manager shall cause the Company at all times to):
(a) observe statutory formalities with respect to the administration of the Company and in conduct of the Company’s activities;
(b) not own, directly or indirectly, any ownership interest (legal or equitable) in any assets other than cash or any interest in the Ownership Interests (described above) (collectively, the “Permitted Assets”);
(c) maintain books and records and bank accounts separate from those of any other Person;
(d) maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets;
(e) hold regular meetings, as appropriate, to conduct the business of the Company, and observe all customary organizational and operational formalities;
(f) hold itself out to creditors and the public as a legal entity separate and distinct from any other Person;
(g) allocate and charge fairly and reasonably any common employee expenses or overhead shared with Affiliates;
(h) except for contributions and distributions permitted under the terms of this Agreement, transact all business with Affiliates on an arm’s-length basis and pursuant to enforceable agreements;
(i) conduct business in its own name, and use separate stationery, invoices and checks;
(j) not commingle its assets or funds with those of any other Person;
(k) not incur indebtedness, secured or unsecured, or pledge, encumber, or assign its assets other than in connection with a Loan;
(l) not assume, guarantee, or pay the debts or obligations of any other Person;
(m) pay its own liabilities and expenses out of its own funds;
(n) not hold out its credit as being available to satisfy the obligations of others;
(o) not acquire obligations or securities of its beneficiaries or Affiliates;
(p) not make any loans or advances to any other Person;
(q) correct any known misunderstandings regarding its separate identity; and
(r) maintain adequate capital in light of its contemplated operations. Notwithstanding the foregoing, a failure to observe any formalities or requirements of this Agreement, the Certificate or the Act shall not be grounds for imposing personal liability on the Members or the Manager for liabilities of the Company.
Failure to Observe Formalities. 28 8.5 Indemnification..................................................... 28 ARTICLE 9
