Liability of Members and Managers. (a) A Member shall only be liable to make the payment of the Member’s initial Capital Contribution pursuant to Section 3.1 and the additional Capital Contributions, if any, required by Section 3.2 hereof. No Member or Manager shall be liable for any obligations of the Company or any other Member or Manager, unless personally guaranteed by the Member or Manager pursuant to a separate document.
Liability of Members and Managers. Neither the Members nor any Manager shall be liable as Members or Managers for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on any Member or Manager for liabilities of the Company.
Liability of Members and Managers. (a) A Member or Manager of the Company is not liable to the Company or to any Member, Manager or Economic Interest Owner for any action taken, or any failure to take any action, as a Member or Manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which such Member or Manager received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members or managers, then the liability of a Member or Manager of the Company, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. In the event that any of the provisions of this Section 3.1.8 (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.
Liability of Members and Managers. (a) No Member and no Affiliate, manager, member, director, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member, except to the extent required by the Act. No Manager shall be liable for any debt, obligation or liability of the Company solely by reason of being a manager of the Company.
Liability of Members and Managers. No Member shall have any liability or obligation to restore any negative balance, if any, in such Member’s Capital Account. In no event shall any Member, Manager or holder of a Unit Equivalent be personally liable for any debt, liability, obligation or expense of the Company or any Subsidiary, except as may be required under applicable law as in effect from time to time.
Liability of Members and Managers. Except as required by law, the member shall not be liable for the debts, liabilities, contracts or any other obligation of the Company beyond the capital contributions made by the member under this Operating Agreement. The member shall not be personally liable to contribute, advance or otherwise provide the Company any funds or property in addition to the capital contribution made pursuant to Section 10 hereof. Neither the member nor any manager nor any Officer nor any affiliate of the Company or the foregoing (each a “Covered Person”) shall be liable, responsible or accountable, in damages or otherwise, to the Company or any other person or entity who is bound by this Operating Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Operating Agreement, except that the Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s acts or omissions in breach of this Operating Agreement or which constitute fraud, gross negligence, or willful misconduct.
Liability of Members and Managers. A Member or Manager of the Company is not liable to the Company or to any Member or Manager for any action taken, or any failure to take any action, as a Member or Manager, except for liability with respect to (a) intentional misconduct or a knowing violation of law, or (b) any transaction for which such Member or Manager received a personal benefit in violation or breach of any provision of this Agreement. The provisions of this Section 3.1.6 constitute an agreement to modify or eliminate fiduciary duties pursuant to the provisions of Section 18-1101 of the Act.
Liability of Members and Managers. Members and the Managers of the Company are not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company.
Liability of Members and Managers. 20 SECTION 6.2. Indemnification of Managers, Employees or Agents...20
Liability of Members and Managers. 11 2.10 Certain Duties and Liabilities of Managers and Officers................... 12 2.11
