Liabilities of Members. Except as specifically provided in this Agreement, neither the Manager nor any Member shall be required to make any additional contributions to the Company and no Manager or Member shall be liable for the debts, liabilities, contracts or any other obligations of the Company, by reason of being a Manager or Member of the Company, nor shall the Manager or the Members be required to lend any funds to the Company or to repay to the Company, the Manager or any Member, or any creditor of the Company any portion or all of any deficit balance in a Member’s Capital Account.
Liabilities of Members. The Members shall have no personal liability with respect to liabilities and obligations of the LLC and shall not be required to make any contributions to the capital of the LLC other than their capital contributions provided for in Sections 3.1 and 3.2 hereof.
Liabilities of Members. Except as otherwise required by Applicable Law or as expressly set forth in this Agreement, no Member shall have any personal liability whatsoever in such Member’s capacity as a Member, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third party, for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise (including those arising as member, owner or shareholder of another company, partnership or entity). Notwithstanding the prior sentence, the parties hereto acknowledge that, under the Delaware Act, a member of a Delaware limited liability company may, under certain circumstances, be required to return amounts previously distributed to such member. It is the intent of the Members that no Distribution to any Member pursuant to Article IV or Article IX shall be deemed to constitute money or other property paid or distributed in violation of the Delaware Act, and the Members agree that each such Distribution shall constitute a compromise of the Members within the meaning of Section 18-502(a) of the Delaware Act, and that the Member receiving such Distribution shall not be required to return to any Person any such money or property. If, however, any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.
Liabilities of Members. No Member shall be obligated to make capital contributions to the Company except as provided in Article III. No Member shall have any personal liability with respect to the liabilities or obligations of the Company except as provided in Article III. Failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities or obligations of the Company.
Liabilities of Members. A Member’s liability to the Council and to other Members is limited to the extent of its obligations regarding contributions specifically provided for in this Agreement. Third parties dealing with the Council shall be deemed to have notice of the provisions of this Agreement regarding the powers of the Council and the obligations of the Members, in particular, paragraph 2 of article 7 and the first sentence of this article.
Liabilities of Members. Except as specifically provided in this Agreement or as required by law, neither the Manager nor any Member shall be required to make any additional Capital Contributions to the Company, and no Manager or Member shall be liable for the expenses, liabilities or any other obligations of the Company solely by reason of being a Manager or Member of the Company, nor shall the Manager or the Members be required to lend any funds to the Company or to repay to the Company, any Member, any creditor of the Company or any other Person, any portion of, or all of, any deficit balance in a Member’s Capital Account. For the avoidance of doubt, the Manager has no authority to bind the Members to any agreement that would preempt the foregoing limitation on liabilities, whether acting through a power of attorney as granted to the Manager in each Member’s Subscription Agreement, or otherwise.
Liabilities of Members. Except as otherwise expressly set ---------------------- forth herein or in the Act, the Members shall not have, and the Managing Member shall at all times conduct its affairs and the affairs of the Company so that no Member shall have, any personal liability whatsoever in his capacity as a Member, whether to the Company, to any Member or to the creditors of the Company, for the debts, liabilities, contracts or other obligations of the Company or for any losses of the Company. ARTICLE THREE
Liabilities of Members. Except as otherwise expressly set forth herein or in the Act, the Members shall not have any personal liability whatsoever in his capacity as a Member, whether to the Company, to any Member or to the creditors of the Company, for the debts, liabilities, contracts or other obligations of the Company or for any losses of the Company.
Liabilities of Members. 42 Section 7.1 General....................................................................................42 ARTICLE VIII - TRANSFER OF COMPANY INTEREST...............................................................42 Section 8.1 Transfer by the Members....................................................................42 Section 8.2 Change in Control of the Sunrise Member....................................................44 Section 8.3 Members....................................................................................47 Section 8.4 Buy/Sell...................................................................................47 Section 8.5 Effect Upon Transferees....................................................................50 Section 8.6 Qualified Organizations....................................................................50 Section 8.7 Casualty and Condemnation..................................................................51
Liabilities of Members. 45 Section 7.1 General...............................................................................45
