Liability of Managers. Except in the case where the Managers are guilty of fraud, gross negligence, misconduct, reckless disregard of duty or a criminal act which is a felony, no Manager shall be liable to the Company or any Member for any loss, damage, liability or expense suffered by the Company or any Member on account of any action taken or omitted to be taken by him as a Manager.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (CHS Inc), Limited Liability Company Agreement (CHS Inc), Limited Liability Company Agreement (Cenex Harvest States Cooperatives)
Liability of Managers. Except in the case where the Managers are guilty of fraud, gross negligence, misconduct, reckless disregard of duty or a criminal act which is a felony, no Manager the Managers shall not be liable to the Company or any other Member for any loss, damage, liability or expense suffered by the Company or any other Member on account of any action taken or omitted to be taken by him as a Manager.
Appears in 2 contracts
Samples: Operating Agreement (Land O Lakes Inc), Limited Liability Company Agreement (Land O Lakes Inc)
Liability of Managers. Except in the case where So long as the Managers are guilty act in good faith with respect to the conduct of fraud, gross negligence, misconduct, reckless disregard the business and affairs of duty or a criminal act which is a felonythe Company, no Manager shall be liable or accountable to the Company error or any Member judgement, for any lossmistake of fact or of law, damageor for any other thing which he may do or refrain from doing in connection with the business and affairs of the Company, liability except for willful misconduct or expense suffered by gross negligence or breach of contractual obligations or agreements between the Company or any Member on account of any action taken or omitted to be taken by him as a ManagerManagers and the Company.
Appears in 2 contracts
Samples: Operating Agreement (Delta Mine Holding CO), Operating Agreement (Delta Mine Holding CO)
Liability of Managers. Except in the case where So long as the Managers are guilty act in good faith with respect to the conduct of fraud, gross negligence, misconduct, reckless disregard the business and affairs of duty or a criminal act which is a felonythe Company, no Manager shall be liable or accountable to the Company or to any Member of the Members, in damages or otherwise, for any losserror of judgment, damagefor any mistake of fact or of law, liability or expense suffered by for any other act or thing that he may do or refrain from doing in connection with the Company business and affairs of the Company, except for willful misconduct or any Member on account gross negligence or breach of any action taken fiduciary duty, and further except for breaches of contractual obligations or omitted to be taken by him as a Manageragreements between the Managers and the Company.
Appears in 1 contract
Samples: Operating Agreement
Liability of Managers. Except So long as the Manager acts in good faith with respect to the case where conduct of the Managers are guilty business and affairs of fraud, gross negligence, misconduct, reckless disregard of duty or a criminal act which is a felonythe Company, no Manager shall be liable or accountable to the Company or to any Member of the Members, in damages or otherwise, for any losserror of judgment, damagefor any mistake of fact or of law, liability or expense suffered by for any other act or thing that he or she may do or refrain from doing in connection with the Company business and affairs of the Company, except for willful misconduct or any Member on account gross negligence or breach of any action taken fiduciary duty, and further except for breaches of contractual obligations or omitted to be taken by him as a Manageragreements between the Manager and the Company.
Appears in 1 contract
Samples: Operating Agreement
Liability of Managers. Except in the case where So long as the Managers are guilty act in good faith with respect to the conduct of fraud, gross negligence, misconduct, reckless disregard the business and affairs of duty or a criminal act which is a felonythe Company, no Manager shall be liable of accountable to the Company or to any Member of the Members, in damages or otherwise, for any losserror or judgment, damagefor any mistake of fact or of law, liability or expense suffered by for any other act or thing that he or she may do or refrain from doing in connection with the Company business and affairs of the Company, except for willful misconduct or any Member on account of any action taken or omitted to be taken by him as a Managergross negligence.
Appears in 1 contract
Liability of Managers. Except in To the case where fullest extent allowable under the Act, the Managers are guilty of fraud, gross negligence, misconduct, reckless disregard of duty or a criminal act which is a felony, shall have no Manager shall be liable personal liability to the Company or any its Member for damages for any lossaction that each such Manager takes or fails to take as a Manager unless it is proved, damageby clear and convincing evidence, liability in a court of competent jurisdiction that his action or expense suffered by failure to act involved an act or omission constituting willful or intentional misconduct, a breach of the duty of loyalty owed to the Company or any Member on account was not committed in good faith and constituted a breach of any action taken or omitted duty owed to be taken by him as a Managerthe Company.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Advanced Prosthetics of America, Inc.)