Common use of Liability of Managers Clause in Contracts

Liability of Managers. A Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of acting as a Manager of the Company. A Manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a Manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law. If the laws of the State of Nevada are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended laws of the State of Nevada. Any repeal or modification of this Section 7(k) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Encore Medical Partners, LLC.), Limited Liability Company Agreement (Encore Medical Partners, LLC.), Limited Liability Company Agreement (DJO Finance LLC)

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Liability of Managers. A Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of acting as a Manager of the Company. A Manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a Manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law. If the laws of the State of Nevada Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended laws of the State of NevadaDelaware. Any repeal or modification of this Section 7(k) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Encore Medical Partners, LLC.), Limited Liability Company Agreement (Encore Medical, L.P.), Limited Liability Company Agreement (Encore Medical, L.P.)

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Liability of Managers. A Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of acting as a Manager of the Company. A Manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a Manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law. If the laws of the State of Nevada North Carolina are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended laws of the State of NevadaNorth Carolina. Any repeal or modification of this Section 7(k) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rikco International, LLC)

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