Liability of Managing Member. 7.1.1. The Managing Member shall not be liable to the Company or any Member for any act or omission taken by the Managing Member in good faith and in the belief that such act or omission is in the best interests of the Company; provided that such act or omission is not in violation of this Agreement and does not constitute negligence, misconduct, fraud or a willful violation of law by the Managing Member. The Managing Member shall not be liable to the Company or any other Member for any action taken by any other Member, nor shall any Managing Member (in the absence of negligence, misconduct, fraud or a willful violation of law by the Managing Member) be liable to the Company or any other Member for any action of any employee or agent of the Company provided that the Managing Member shall have exercised appropriate care in the selection and supervision of such employee or agent.
Liability of Managing Member. So long as the Managing Member in good faith reasonably believes that it is acting in the Company's best interest with respect to the conduct of the business and affairs of the Company, the Managing Member shall not be liable or accountable to the Company or to the Investor Member, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing in connection with the business and affairs of the Company, provided that the Managing Member shall be responsible for all costs, expenses, claims or damages arising from the Managing Member's willful misconduct, gross negligence or negligence. Nothing contained in this Section 10.7 shall be construed as excusing the Managing Member from making any contribution to the capital of the Company which is required to be made by the Managing Member, in its capacity as a Member, under any provision of this Agreement.
Liability of Managing Member. (i) The Managing Member shall be subject to and owe all the duties, and shall be subject to all the liabilities, imposed upon directors by the SRL Act or by any applicable law. Notwithstanding anything to the contrary set forth in this Agreement, the Managing Member shall not be liable for monetary damage(s) to the Society or any Members for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the Managing Member acted in good faith. The Managing Member shall not be responsible for any misconduct or negligence on the part of any agent appointed by the Managing Member in good faith.
(ii) Any amendment, modification or repeal of this Section 7.1(d) or any provision hereof shall be prospective only and shall not in any way affect the limitations on the Managing Member’s liability to the Society and Members under this Section 7.1(d) as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
(iii) The Managing Member may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(iv) The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisors selected by it, and any action taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted to be done in good faith if done in accordance to such opinion.
Liability of Managing Member. The Managing Member shall not be liable, responsible or accountable to the Company or any Member for any act or omission on behalf of the Company performed or omitted by him in good faith and in a manner reasonably believed by him to be within the scope of the authority granted to him by this Agreement and in the best interests of the Company, provided that he was not guilty of gross negligence, willful misconduct or any other breach of its fiduciary duty with respect to such acts or omissions. Any loss, damage or expense incurred by the Managing Member by reason of any act or omission so performed or omitted by it (and not involving gross negligence, willful misconduct or breach of fiduciary duty) shall be paid by the Company to the extent assets are available, but the other Members shall not have any personal liability to the Managing Member or the Company on account of such loss or damage.
Liability of Managing Member. In carrying out its duties, the Managing Member shall not be liable to the Company or to any of the Members for any actions taken in good faith and reasonably believed to be in the best interests of the Company, or for errors of judgment.
Liability of Managing Member. Except to the extent provided in the Act, the debts, obligations and liabilities of the Company, whether arising in tort, contract or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Managing Member shall not be liable for any such debt, obligation or liability of the Company solely by reason of being a member or manager of the Company.
Liability of Managing Member. 4.3.1 The Managing Member will not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company.
4.3.2 The Managing Member shall be indemnified and held harmless by the Company from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever (including, without limitation, reasonable attorneys' fees or other expenses incurred in connection with settlement or any legal proceeding, but excluding income taxes payable by the Managing Member as a result of the Managing Member's ownership of an interest in the Company) arising out of actions taken by the Managing Member in the management of the Company's business or affairs. The indemnification rights contained in this Section 4.3.2 shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the Managing Member may be entitled, whether pursuant to the provisions of this Agreement, at law or in equity.
Liability of Managing Member. The Managing Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.
