Liability of Members to Company. Unless otherwise provided in this Agreement, no Member shall be liable to any other Member or to the Company by reason of such Member’s actions in connection with the Company, except in the event of a violation of any provision of this Agreement, fraud or willful misconduct.
Liability of Members to Company. A. Liability of Members to Company A Member is liable to Company: (i) for the difference between his or its contribution to capital as actually made and that stated in the Articles, the Agreement, subscription for contribution or other document executed by the Member as having been made by the Member; and (ii) for any unpaid contribution to capital which he or it agreed in the Articles, the Agreement or other document executed by the Member to make in the future at the time and on the conditions stated in the Articles, Agreement or other document evidencing such agreement. No Member shall be excused from an obligation to Company to perform any promise to contribute money, property or to perform services because of death, disability, dissolution or any other reason.
Liability of Members to Company. A Member is liable to Company for: (i) ------------------------------- the difference between its contribution to capital as actually made and that stated in the Articles as having been made; and (ii) any unpaid contribution to capital which it agreed in the Articles to make in the future when, and on the conditions, stated in the Articles. A Member holds as trustee for Company: (i) specific property stated in the Articles as contributed by such Member, but which was not contributed or which has been wrongfully or erroneously returned; and (ii) money or other property wrongfully paid or conveyed to such Member on account of its contribution. The liabilities of a Member as set out in this Section can be waived or compromised only by agreement of both Members, but a waiver or compromise shall not affect the right of a creditor of Company who extended credit or whose claim arose after the filing and before a cancellation or amendment of the Articles, to enforce the liabilities. When a Former Member has rightfully received the return in whole or in part of its contribution, the Former Member is nevertheless liable to Company for any sum, not in excess of the return with interest, necessary to discharge liability to all creditors of Company who extended credit or whose claims arose before the return and who have a claim against Company based on such liability.
