Liability of Members and Their Affiliates. Notwithstanding anything to the contrary in the Agreement, neither the Company, members of the Board of Directors, the Members, any of their respective Affiliates nor any of their respective directors, officers, partners, managers, employees, agents, (a “Covered Person”) shall be liable for monetary damages to the Company, the Members or Assignees or any other Persons who have acquired interests in Company Securities for losses sustained or liabilities incurred as a result of any errors in judgment or for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Covered Person acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the Covered Person’s conduct was criminal. THE MEMBERS RECOGNIZE THAT SUCH EXCULPATION FROM LIABILITY RELATES TO ACTS OR OMISSIONS THAT MAY GIVE RISE TO ORDINARY, CONCURRENT OR COMPARATIVE NEGLIGENCE. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that any Person was grossly negligent or was guilty of willful or wanton misconduct.
Liability of Members and Their Affiliates. Except as otherwise provided by Applicable Law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company; no Member or Affiliate of a Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or being an Affiliate of a Member.
