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.
(b) No Member, except as otherwise specifically provided in the Act, shall be obligated to pay any distribution to or for the account of the Company or any creditor 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.
(b) Each Member understands and acknowledges that each other Member and their respective affiliates are or may become interested, directly or indirectly, in various businesses, undertakings, agreements or arrangements which are not included in the business of the Company. Except as may be expressly set forth in this Agreement, the Members agree that neither this Agreement nor the fact that a Member is a Member of this Company shall limit or prohibit such Member's other interests and activities or to receive and enjoy profits and compensation therefrom, and each Member hereby waives any rights it may have otherwise to have to share or otherwise participate in such other interests or activities of the other Members or their respective affiliates.
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. 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. The Managers and Members will not be liable, responsible, or accountable, in damages or otherwise, to any Member or the Company for any act performed by the Managers or Members within the scope of the authority conferred on the Managers or Members by this Agreement, except as provided in Section 1706.311 of the Act. • A Member shall only be liable to make the payment of the Member’s Capital Contribution. No Member, Manager, or Officer shall be liable for any obligations of the Company. After the Member’s Capital Contribution, as provided in Section 3.1 and Section 3.2, has been paid, no Member shall be required to make any further Capital Contribution or lend any funds to the Company, except as required in Section 3.2. • No distribution of Net Operating Cash Flow or other cash made to any Member will be determined to be a return or withdrawal of a Capital Contribution unless so designated by the Board of Managers, and no Member will be obligated to pay any such amount to or for the account of the Company or any creditor of the Company. • Except as otherwise provided herein, no Member with a negative balance in such Member’s Capital Account will have any obligation to the Company or any other Member to restore said negative balance to zero. • Indemnification. • The Company shall indemnify the Members, Managers, and Officers for any act performed by the Members, Managers, or Officers within the scope of the authority conferred on the Members, Managers, and Officers, as applicable, by this Agreement, unless the act is proved by clear and convincing evidence to have been undertaken with deliberate intent to cause injury to the Company, with reckless disregard for the best interest of the Company, or to be an intentional breach of this Agreement. • The Managers, Officers, Members, and their Affiliates and their respective stockholders, directors, officers, members, partners and employees (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Member’s status or an Affiliate thereof or a stockholder, director, officer, partner, member or emplo...
Liability of Members and Managers. Except as otherwise provided in the Act, neither of the Managers nor any Member, as such, shall have any personal liability whatsoever to the Company, any of the other Members or any of the creditors of the Company for the debts, liabilities, contracts or other obligations of the Company or any of the Company's losses beyond, with respect to a Member, such Member's Capital Contribution and, solely to the extent and for the period required by applicable law, the amount of such Member's Capital Contribution which is returned to it. Each Interest, on issuance, shall be fully paid and not subject to assessment for additional Capital Contributions. No Member shall be required to lend any funds to the Company as a condition to admission or continued membership of such Member in the Company. It is the intent of the Members that (i) no distribution to any Member (other than a distribution upon the dissolution and liquidation of the Company) shall be deemed a withdrawal of capital, even if such distribution represents, for Federal income tax purposes or otherwise (in full or in part), a distribution of depreciation or any other non-cash item accounted for as a loss or deduction from or offset to the Company's income, and (ii) no Member shall be obligated to pay any such amount to or for the account of the Company or any creditor of the Company. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any distribution made by the Company to a Member constitutes a withdrawal of capital, any obligation under applicable law to return the same or any portion thereof to or for the account of the Company or its creditors shall be the obligation of such Member.
Liability of Members and Managers. 27
9.1 Limitations on Liability of Managers and Members 27
9.2 No Personal Liability 27 9.3 Duties of Managers 28 ARTICLE X COMPETITIVE BUSINESS ACTIVITY; OTHER BUSINESS ACTIVITIES 28 10.1 Competitive Business Activity 28 10.2 Other Business Activities 28 ARTICLE XI EXCULPATION AND INDEMNIFICATION 28 11.1 Exculpation of Covered Persons 28 11.2 Liabilities and Duties of Covered Persons 29 11.3 Indemnification 29 11.4 Survival 31 11.5 No Securities Act Indemnification 31 ARTICLE XII TAXES 31 12.1 Tax Status 31 12.2 Tax Returns 31 12.3 Tax Elections 31 12.4 Partnership Representative 31
Liability of Members and Managers. (a) A Member shall only be liable to make the payment of the Member’s Capital Contribution and the additional Capital Contributions required by and to the extent required by Sections 3.1, 3.2 and 3.3 hereof. No Member, member of the Board of Managers or Officer shall be liable for any debt, obligations or Liabilities of the Company or any other Member, member of the Board of Managers or Officer, unless personally guaranteed by the Member, member of the Board of Managers or Officer pursuant to a separate document.
(b) No distribution of Net Cash Flow or other cash made to any Member shall be determined a return or withdrawal of a Capital Contribution unless so designated by the unanimous consent of the Members, which consent may be provided or withheld in the sole and exclusive discretion of the Members. No Member, except as otherwise specifically provided in the Act, shall be obligated to pay any distribution to or for the account of the Company or any creditor of the Company.
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. 11 2.10 Certain Duties and Liabilities of Managers and Officers................... 12 2.11
