Common use of Liability for Certain Acts Clause in Contracts

Liability for Certain Acts. The Manager shall perform the Manager’s duties in good faith, in a manner it reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability by reason of being or having been the Manager of the Company. No Manager in any way guarantees the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 3 contracts

Samples: Operating Agreement, Operating Agreement (McCarthy Michael R), Operating Agreement (McCarthy Michael R)

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Liability for Certain Acts. The Each Manager shall perform the Manager’s duties of a Manager in good faith, faith in a manner it the Manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability be personally liable for an obligation of the Company solely by reason of being or having been the Manager of the Companyacting as a Manager. No Manager Manager, in any way way, guarantees the return of the Members’ Member’s Capital Contributions or a profit for the Members Member from the operations of the Company. No Manager The Managers shall not be liable to the Company or to any the Member for any loss or damage sustained by the Company or any the Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Operating Agreement or a wrongful taking by the ManagerManagers.

Appears in 2 contracts

Samples: Operating Agreement (JFC LLC), Operating Agreement (JFC LLC)

Liability for Certain Acts. The Manager shall perform the Manager’s their duties as Manager in good faith, in a manner it that they reasonably believes believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager who so performs the duties as Manager shall not have any liability by reason of being or having been the a Manager of the Company. No Manager does not, in any way guarantees way, guarantee the return of the Members’ Member' Capital Contributions or a profit for the Members Member from the operations of the Company. No Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 2 contracts

Samples: Operating Agreement (Ethos Environmental, Inc.), Operating Agreement (Ethos Environmental, Inc.)

Liability for Certain Acts. The Each Manager shall perform the Manager’s his duties as Manager in good faith, in a manner it he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties as Manager shall not have any liability by reason of being or having been the a Manager of the Company. No The Manager does not, in any way guarantees way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the Company. No The Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 2 contracts

Samples: Operating Agreement (Homegold Financial Inc), Operating Agreement (Homegold Financial Inc)

Liability for Certain Acts. The Each Manager shall perform the Manager’s his duties as Manager in good faith, in a manner it he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been the Manager a Member of the Company. No Manager The Managers do not, in any way guarantees way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the Company. No Manager The Managers shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement misconduct or a wrongful taking by the Manager.

Appears in 2 contracts

Samples: Operating Agreement (Juliana Mining Co Inc), Juliana Mining Co Inc

Liability for Certain Acts. The Each Manager shall perform the Manager’s its duties as Manager in good faith, in a manner it reasonably believes to be in the best interests of the Company, and with such care . A Manager who so performs the duties as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall not have any liability to the Company or the other Members by reason of being or having been the a Manager of the Company. No The Manager does not, in any way guarantees way, guarantee the return of the Members’ Capital Contributions Equity Owners, capital contributions or a profit for the Members Equity owners from the operations of the Company. No The Manager shall not be liable to the Company or to any Member Equity owner for any loss or damage sustained by the Company or any MemberEquity Owner, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Shipyard River Coal Terminal Co)

Liability for Certain Acts. The Manager Managers shall perform the Manager’s their duties as Managers in good faith, in a manner it that each of them reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties as Manager shall not have any liability by reason of being or having been the a Manager of the Company. No A Manager does not, in any way guarantees way, guarantee the return of the Members’ Member’s Capital Contributions or a profit for the Members from the operations of the Company. No A Manager shall not be liable to the Company company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Operating Agreement (Alto Group Holdings Inc.)

Liability for Certain Acts. The Manager Board and officers of the Company shall perform the Manager’s their managerial duties in good faith, in a manner it they reasonably believes believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager or officer of the Company who so performs his/her managerial duties shall not have any liability by reason of being having performed such duties. No Manager or having been the Manager officer of the Company. No Manager , in any way way, guarantees the return of the Members’ any Member’s Capital Contributions or a profit for the Members from the operations of the Company. No Manager or officer shall be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Managersuch Manager or officer.

Appears in 1 contract

Samples: Operating Agreement

Liability for Certain Acts. The Manager members of the Board of Managers shall perform the Manager’s their managerial duties in good faith, in a manner it they reasonably believes believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been the a Manager of the Company. No A Manager does not, in any way guarantees way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (New Gaming Capital Partnership)

Liability for Certain Acts. The Each Manager shall perform the Manager’s duties of a Manager in good faith, faith in a manner it the Manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No Manager shall have any liability be personally liable for an obligation of the Company solely by reason of being or having been the Manager of the Companyacting as a Manager. No Manager Manager, in any way way, guarantees the return of the Members’ a Member’s Capital Contributions or a profit for the Members a Member from the operations of the Company. No Manager The Managers shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any a Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Operating Agreement or a wrongful taking by the ManagerManagers.

Appears in 1 contract

Samples: Operating Agreement (JFC LLC)

Liability for Certain Acts. The Each Manager shall perform the Manager’s his duties as Manager in good faith, in a manner it he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties as Manager shall not have any liability by reason of being or having been the a Manager of the Company. No The Manager does not, in any way guarantees way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the Company. No The Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any a Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement misconduct or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Operating Agreement (Nelnet Inc)

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Liability for Certain Acts. The Manager shall perform the Manager’s its duties in good faith, faith and in such a manner it as the Manager reasonably believes to be in the best interests of the Company. Except as expressly provided below in this Section 2.4, and with such care as an ordinarily prudent person Manager, in a like position would use under similar circumstances. No Manager so performing its duties, shall not have any personal liability for any obligation of the Company by reason of being or having been the a Manager of the Company. No Neither the Manager nor the Company in any way guarantees the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be personally liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of such Manager’s fraud, deceit, gross negligence, negligence or willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Operating Agreement (KBS Real Estate Investment Trust, Inc.)

Liability for Certain Acts. The Manager shall perform the Manager’s its Managerial duties in good faith, in a manner it they reasonably believes believe to be in the best interests interest of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been the a Manager of the Company. No A Manager does not, in any way guarantees way, guarantee the return of the Members’ Member's Capital Contributions or a profit for the Members from the operations of the Company. No A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Operating Agreement (Horsburgh & Scott Co)

Liability for Certain Acts. The Manager Managers shall perform the Manager’s their Managers' -------------------------- duties in good faith, in a manner it they reasonably believes believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been the a Manager of the Company. No Manager A Managers does not, in any way guarantees way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the Company. No A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the such Manager.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (U S Envirosystems Inc /De/)

Liability for Certain Acts. The Manager Managers shall perform the Manager’s their managerial duties in good faith, in a manner it they reasonably believes believe to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties of a Manager shall not have any liability by reason of being or having been the a Manager of the Company. No A Manager does not, in any way guarantees way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the Company. No A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Operating Agreement (Morgan Burton D)

Liability for Certain Acts. The Manager shall perform the Manager’s his Managerial duties in good faith, in a manner it they reasonably believes believe to be in the best interests interest of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties of Manager shall not have any liability by reason of being or having been the a Manager of the Company. No A Manager does not, in any way guarantees way, guarantee the return of the Members’ Member's Capital Contributions or a profit for the Members Member from the operations of the Company. No A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Operating Agreement (Horsburgh & Scott Co)

Liability for Certain Acts. The Each Manager shall perform the Manager’s his duties as Manager in good faith, in a manner it he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties as Manager shall not have any liability by reason of being or having been the a Manager of the Company. No Manager The Managers do not, in any way guarantees way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager The Managers shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement or a wrongful taking by the Manager.

Appears in 1 contract

Samples: Operating Agreement (Thompson Creek Metals Co USA)

Liability for Certain Acts. The Each Manager shall perform the Manager’s his duties as Manager in good faith, in a manner it he reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. No A Manager who so performs the duties as Manager shall not have any liability by reason of being or having been the a Manager of the Company. No Manager The Managers do not, in any way guarantees way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager The Managers shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct, breach of this Agreement misconduct or a wrongful taking by the ManagerManagers.

Appears in 1 contract

Samples: Operating Agreement (Badlands Power Fuels, LLC)

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