Liability Among Members Sample Clauses
Liability Among Members. Unless otherwise so provided in this Agreement, no Member shall be liable to any other Member or to the Company by reason of its actions or omission in connection with the Company except in the case of actual fraud, gross negligence or dishonest conduct.
Liability Among Members. No Member shall be liable, responsible, or accountable in damages or otherwise to the Company or to any Member by reason of such Member’s acts or omissions in connection with the Company, unless:
(a) such liability, responsibility, or accountability is specifically provided for in this Agreement under the circumstances in question; or
(b) there shall be a judgment or other final adjudication adverse to such Member establishing that either:
(i) such Member’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law; or
(ii) such Member personally gained in fact a financial profit or other advantage to which such Member was not legally entitled.
