Common use of Liability for Certain Acts Clause in Contracts

Liability for Certain Acts. No Manager or officer of the Company (solely in such individual’s capacity as a Manager or officer of the Company), nor any of their Affiliates or their respective successors or assigns, shall be liable to the Company or to any Member for any claims, losses, expenses, costs, obligations, liabilities, actions, suits, proceedings, judgments, or settlements (including attorneys’ fees) (whether civil, criminal, administrative or investigative) (collectively, “Claims”) arising or resulting from or relating to the performance of any of such Manager’s or officer’s obligations or duties under this Agreement in its capacity as Manager or officer, or otherwise attributable to any breach of duty owed by such Manager or officer (by virtue of being a Manager or officer) to the Company or the Members, except to the extent such Claims or breach of duty is based upon such person’s fraud, bad faith or willful misconduct as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction. Without limiting the generality of the foregoing, the doing of any act or the failure to do any act by any Manager or officer, which shall not constitute fraud, bad faith or willful misconduct (as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction), the effect of which may cause or result in loss or damage to the Company, shall not subject any Manager or officer to any liability. Each Manager and officer shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters such Manager or officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. The Managers do not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be responsible to any Members because of a loss of their investments or a loss in operations, unless the loss shall have been the result of fraud, bad faith or willful misconduct established as set forth in this Section 6.5.

Liability for Certain Acts. No Manager or officer of the Company (solely in such individual’s 's capacity as a Manager or officer of the Company), nor any of their Affiliates or their respective successors or assigns, shall be liable to the Company or to any Member for any claims, losses, expenses, costs, obligations, liabilities, actions, suits, proceedings, judgments, or settlements (including attorneys’ ' fees) (whether civil, criminal, administrative or investigative) (collectively, “"Claims”") arising or resulting from or relating to the performance of any of such Manager’s 's or officer’s 's obligations or duties under this Agreement in its capacity as Manager or officer, or otherwise attributable to any breach of duty owed by such Manager or officer (by virtue of being a Manager or officer) to the Company or the Members, except to the extent such Claims or breach of duty is based upon such person’s 's fraud, bad faith or willful misconduct as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction. Without limiting the generality of the foregoing, the doing of any act or the failure to do any act by any Manager or officer, which shall not constitute fraud, bad faith or willful misconduct (as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction), the effect of which may cause or result in loss or damage to the Company, shall not subject any Manager or officer to any liability. Each Manager and officer shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters such Manager or officer reasonably believes are within such other Person’s 's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. The Managers do not, in any way, guarantee the return of the Members’ ' Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall be responsible to any Members because of a loss of their investments or a loss in operations, unless the loss shall have been the result of fraud, bad faith or willful misconduct established as set forth in this Section 6.5.

Liability for Certain Acts. No Manager or officer of the Company (solely in such individual’s capacity as a Manager or officer of the Company)) or the Operator, nor any of their Affiliates or their respective successors or assigns, shall will be liable to the Company or to any Member for any claims, losses, expenses, costs, obligations, liabilities, actions, suits, proceedings, judgments, or settlements (including attorneys’ fees) (whether civil, criminal, administrative or investigative) (collectively, “Claims”) arising or resulting from or relating to the performance of any of such Manager’s, officer’s or officerOperator’s obligations or duties under this Agreement in its capacity as Manager Manager, officer or officerOperator, or otherwise attributable to any breach of duty owed by such Manager Manager, officer or officer Operator (by virtue of being a Manager Manager, officer or officerOperator) to the Company or the Members (in their capacity as Members), except to the extent such Claims or breach of duty is based upon such person’s fraud, bad faith or willful misconduct as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction. Without limiting the generality of the foregoing, the doing of any act or the failure to do any act by any Manager Manager, officer or officerOperator, which shall will not constitute fraud, bad faith or willful misconduct (as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction), the effect of which may cause or result in loss or damage to the Company, shall will not subject any Manager Manager, officer or officer Operator to any liability. Each Manager and Manager, officer shall or Operator will be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters such Manager Manager, officer or officer Operator reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. The Managers Managers, officers and Operator do not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall Manager, officer or Operator will be responsible to any Members because of a loss of their investments or a loss in operations, unless the loss shall have has been the result of fraud, bad faith or willful misconduct established as set forth in this Section 6.5.

Liability for Certain Acts. (a) No Manager or officer of the Company (solely in such individual’s capacity as a Manager or officer of the Company), nor any of their Affiliates or their respective successors or assigns, shall will be liable to the Company or to any Member for any claims, losses, expenses, costs, obligations, liabilities, actions, suits, proceedings, judgments, or settlements (including reasonable attorneys’ fees, court costs and other costs of suit) (whether civil, criminal, administrative or investigative) (collectively, “Claims”) arising or resulting from or relating to the performance of any of such Manager’s or officer’s obligations or duties under this Agreement in its capacity as Manager Manager, or officer, or otherwise attributable to any breach of duty owed by such Manager or officer (by virtue of being a Manager or officer) to the Company or the Members (in their capacity as Members), except to the extent such Claims or breach of duty is based upon such person’s fraud, bad faith faith, or willful misconduct as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction. Without limiting the generality of the foregoing, (i) the doing of any act or the failure to do any act by any Manager or officer, which shall officer that will not constitute fraud, bad faith faith, or willful misconduct (as established by a non-appealable court order, judgment, decree or decision by a court of competent jurisdiction), the effect of which may cause or result in loss or damage to the Company, shall will not subject any Manager or officer to any liabilityliability and (ii) nothing in this Section 6.5(a) will imply any duties or obligations of any Manager other than or in addition to those set forth in Section 5.1(c). Each Manager and officer shall will be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters such Manager or officer reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid. The Managers and officers do not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No Manager shall or officer will be responsible to any Members because of a loss of their investments or a loss in operations, unless the loss shall have has been the result of fraud, bad faith faith, or willful misconduct established as set forth in this Section 6.56.5(a). (b) The Company or its Affiliates shall purchase and maintain (or reimburse the Series B Manager for the cost of) insurance (“D&O Insurance”), on behalf of the Series B Manager, against any liability that may be asserted against, or expense that may be incurred by, such Series B Manager in connection with the Company’s activities or such Series B Manager’s activities on behalf of the Company, regardless of whether the Company would have the power to indemnify such Series B Manager against such liability under the provisions of this Agreement. Such D&O Insurance shall provide coverage commensurate with that of an independent member of the Board.