Fiduciary Relationship. No Manager shall be liable to the Company or the Member for monetary damages for breach of fiduciary duty as a Manager or otherwise liable, responsible or accountable to the Company or the Member for monetary damages or otherwise for any acts performed, or for any failure to act; provided, however, that this provision shall not eliminate or limit the liability of a Manager (i) for any breach of the Manager's duty of loyalty to the Company or the Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Manager received any improper personal benefit.
Appears in 2 contracts
Samples: Operating Agreement (HMC Merger Corp), Operating Agreement (HMC Merger Corp)
Fiduciary Relationship. No Manager shall be liable to the Company or the Member its Members for monetary damages for breach of fiduciary duty as a Manager or otherwise liable, responsible or accountable to the Company or the Member its Members for monetary damages or otherwise for any acts performed, or for any failure to act; provided, however, that this provision shall not eliminate or limit the liability of a Manager (i) for any breach of the Manager's ’s duty of loyalty to the Company or the Memberits Members, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Manager received any improper personal benefit.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Point Blank Solutions, Inc.)
Fiduciary Relationship. No Manager shall be liable to the Company LLC or the Member its Members for monetary damages for breach of fiduciary duty as a Manager or otherwise liable, responsible or accountable to the Company LLC or the Member its Members for monetary damages or otherwise for any acts performed, or for any failure to act; provided, however, that this provision shall not eliminate or limit the liability of a Manager (i) for any breach of the Manager's ’s duty of loyalty to the Company LLC or the Memberits Members, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Manager received any improper personal benefit.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Encore Clean Energy Inc)
Fiduciary Relationship. No Manager shall be liable to the Company or the Member LLC its Members for monetary damages for breach of fiduciary duty as a Manager or otherwise liable, responsible or accountable to the Company LLC or the Member its Members for monetary damages or otherwise for any acts performed, or for any failure to act; provided, however, that this provision shall not eliminate or limit the liability of a Manager (i) for any breach of the Manager's duty of loyalty to the Company LLC or the Memberits Members, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the Manager received any improper personal benefit.
Appears in 1 contract
Samples: Joint Venture Agreement