Common use of Liability of Members Clause in Contracts

Liability of Members. All 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, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

Appears in 30 contracts

Samples: Limited Liability Company Agreement (Hiro Systems PBC), Operating Agreement, Operating Agreement (Bloom HoldCo LLC)

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Liability of Members. All Except as otherwise provided by the Act or herein, 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, and no Member the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Membermember of the Company.

Appears in 7 contracts

Samples: Operating Agreement (Pzena Investment Management, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)

Liability of Members. All Except as otherwise provided by the Act, 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, and no Member the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Membermember of the Company.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Benefit Holding, Inc.), Limited Liability Company Agreement (Global Engine Manufacturing Alliance LLC), Limited Liability Company Agreement (Global Engine Manufacturing Alliance LLC)

Liability of Members. All Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort tort, or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a MemberMember of the Company.

Appears in 5 contracts

Samples: Operating Agreement (Norhart Invest LLC), Limited Liability Company Agreement (Texas Rare Earth Resources Corp.), Limited Liability Company Agreement (Biolife Solutions Inc)

Liability of Members. All Except as otherwise provided by the Act, 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, and no . The Member shall be obligated personally not have any liability for any such debt, obligation the obligations or liability liabilities of the Company solely by reason of being a Memberexcept to the extent provided in the Act.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Webcraft LLC), Limited Liability Company Agreement (Webcraft LLC), Limited Liability Company Agreement (Webcraft LLC)

Liability of Members. All 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, Company and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. 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 the Members for liabilities of the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (CHS Inc), Limited Liability Company Agreement (CF Industries Holdings, Inc.), Limited Liability Company Agreement (CF Industries Holdings, Inc.)

Liability of Members. All Except as otherwise provided by the Act, 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, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

Appears in 3 contracts

Samples: Operating Agreement (Residential Funding Mortgage Securities Ii Inc), Operating Agreement (Residential Funding Mortgage Securities Ii Inc), Operating Agreement (Residential Funding Mortgage Securities Ii Inc)

Liability of Members. All The debts, obligations obligations, and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member Member, Manager, officer, or agent of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Manager, officer and/or agent. No Member shall be liable to the Company or to any other Member to reimburse any other Member for any portion of such other Member’s investment in the Company.

Appears in 2 contracts

Samples: Operating Agreement (Biotech Co LLC), Operating Agreement (Bioceres Group PLC)

Liability of Members. All 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, Company and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement

Liability of Members. All debts, Company debts and obligations and liabilities shall be paid or discharged with the property of the Company (including insurance proceeds). No Member shall be personally liable for any of the debts or obligations of the Company, whether arising nor shall a Member have any obligation to make up any negative balance in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Memberits Capital Account.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Ashford Hospitality Trust Inc), Limited Liability Company Operating Agreement (Ashford Hospitality Trust Inc)

Liability of Members. All 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, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, except as otherwise required by law. 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 of the Member for liabilities of the Company.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (FX Real Estate & Entertainment Inc.)

Liability of Members. No Member shall be personally responsible for any debts, liabilities or obligations of the Company solely by reason of being a Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort by contract or otherwisenot, shall be belong solely the debts, obligations and liabilities of to the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

Appears in 1 contract

Samples: Operating Agreement

Liability of Members. All Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities solely of the Company, and no the Member shall not be obligated personally for any such debt, obligation obligation, or liability of the Company solely by reason of being a MemberMember of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Liability of Members. All Except as otherwise provided by the Act, 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, and no the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Membermember of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (M Funds Trust)

Liability of Members. All Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities solely of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a MemberMember of the Company.

Appears in 1 contract

Samples: Master Purchase Agreement (Morgans Hotel Group Co.)

Liability of Members. All Except as otherwise provided by the Act, 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, and no neither the Member nor any officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a MemberMember or officer of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Novamerican Steel U.S. Inc.)

Liability of Members. All Except as otherwise provided by the Act, 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, and no Member none of the Members nor any officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a MemberMember of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (NCH Corp)

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Liability of Members. All The debts, obligations obligations, and liabilities of the Company, whether arising in contract, tort tort, or otherwise, shall be are solely the debts, obligations obligations, and liabilities of the Company, . A Member is not and no Member shall not be obligated personally liable for any such a debt, obligation obligation, or liability of the Company solely by reason of being or acting as a Member.

Appears in 1 contract

Samples: Operating Agreement (Visual Management Systems Inc)

Liability of Members. All Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities solely of the Company, and no neither the Member nor the Special Members nor any Director shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Special Member or Director of the Company.

Appears in 1 contract

Samples: Credit Agreement (Morgans Hotel Group Co.)

Liability of Members. All Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort tort, or otherwise, shall will be solely the debts, obligations and liabilities of the Company, and no Member shall will be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a MemberMember of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (ASAlliances Biofuels, LLC)

Liability of Members. All The debts, obligations obligations, and liabilities -------------------- of the Company, whether arising in contract, tort tort, or otherwise, shall be solely the debts, obligations obligations, and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation obligation, or liability of the Company solely by reason of being a MemberMember of the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mirant Mid Atlantic LLC)

Liability of Members. All Except as otherwise provided in Clause 12, all debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the CompanyCompany (including under a judgment, decree or order of a court), and no Member (and no Affiliate of any Member) shall be obligated personally or liable for any such debt, obligation or liability of the Company solely by reason of being a Member (or an Affiliate of a Member).

Appears in 1 contract

Samples: Joint Venture Agreement (HCi Viocare)

Liability of Members. All 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, and no Member the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.Company

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Arbor Realty Trust Inc)

Liability of Members. All debts, obligations obligations, and liabilities of the Company, whether arising in contract, tort tort, or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (BridgeBio Pharma, Inc.)

Liability of Members. All Except as otherwise expressly required by law, all 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, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Charterhouse Equity Partners Ii Lp)

Liability of Members. All 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, and no . No Member shall be obligated personally for have any personal liability whatsoever in such debtMember’s capacity as such whether to the Company, obligation or liability to any of the other Members, to the creditors of the Company solely by reason or to any other third party, for the debts, liabilities, commitments or any other obligations of being a Memberthe Company or for any losses of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement

Liability of Members. All The debts, obligations and obligations, or other liabilities of the Company, whether arising in contract, tort tort, or otherwise, shall be are solely the debts, obligations and obligations, or other liabilities of the Company, and no do not become the debts, obligations, or other liabilities of a Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of the Member acting as or being a Member.

Appears in 1 contract

Samples: Operating Agreement

Liability of Members. All 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, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, except as otherwise required by law. 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 the Members for liabilities of the Company.

Appears in 1 contract

Samples: Operating Agreement (Sports Entertainment Enterprises Inc)

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