Common use of Liability of Members and Managers Clause in Contracts

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. (a) A No Member and no Affiliate, manager, member, director, employee or Manager agent of a Member shall be liable for any debt, obligation or liability of the Company is not liable 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 Company or to any Member, extent required by the Act. No Manager or Economic Interest Owner shall be liable for any action takendebt, obligation or any failure to take any action, as liability of the Company solely by reason of being a Member or Manager, except for liability with respect to (a) intentional misconduct or a knowing violation manager of law, the Company. (b) an unlawful distribution This Agreement is not intended to, and does not, create or impose any duty (cincluding any fiduciary duty) on 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 Members or managerson their respective Affiliates. Further, then the liability of a Member or Manager of the Company, in addition notwithstanding anything otherwise to the limitation on liability provided hereincontrary in this Agreement or any duty otherwise existing at law or in equity, shall be limited no Member shall, to the fullest extent permitted by applicable Law, have duties (including fiduciary duties) to the amended Delaware Act. In Company, any other Member or any other Person that is a party to or is otherwise bound by this Agreement; provided, however, that each Member shall have the event that duty to act in accordance with the implied contractual covenant of good faith and fair dealing. (c) Notwithstanding anything otherwise to the contrary in this Agreement to the extent that, at law or in equity, any of Member has liabilities relating thereto to the Company, any other Member or any other Person who is a party to or is otherwise bound by this Agreement, any Member acting under this Agreement shall not be liable to the Company, any other Member or any other Person who is a party to or is otherwise bound by this Agreement, for such Member’s good faith reliance on the provisions of this Agreement. (d) The provisions of this Section 3.1.8 10.01, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities relating thereto of any provision within a single sentence) is held Member otherwise existing at law or in equity, are agreed by a court of competent jurisdiction to be invalid, void or otherwise unenforceablethe Company, the remaining provisions are severable Members and shall remain enforceable any other Person who is a party to or is otherwise bound by this Agreement to replace such other duties and liabilities of the Members relating thereto to the fullest extent permitted by lawapplicable 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.