Common use of Liability of Members Clause in Contracts

Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company 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 of the Company, except to the extent required by the Act.

Appears in 19 contracts

Samples: Limited Liability Company Agreement (Calyxt, Inc.), Business Combination Agreement (Spree Acquisition Corp. 1 LTD), Limited Liability Company Agreement (OPAL Fuels Inc.)

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Liability of Members. (a) No Except as required by the Act, no Member and no Affiliateor any Manager, manageragent, membershareholder, director, employee or agent incorporator of a any Member shall solely by reason of its capacity as such will be liable for any debtthe debts, obligation obligations and liabilities of the Company, whether arising in contract, tort or liability otherwise, which debts, obligations and liabilities shall be solely the debts, obligations and liabilities of the Company or of any such other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the CompanyMember, except to the extent required by the Actas applicable.

Appears in 14 contracts

Samples: Limited Liability Company Agreement (GECB Equipment Funding, LLC), Limited Liability Company Agreement (GECB Equipment Funding, LLC), Limited Liability Company Agreement (Cef Equipment Holding LLC)

Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company or of any other Member or have any obligation to restore any deficit balance in its Capital Account capital account solely by reason of being a Member of the Company, except to the extent required by the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (CIFC Member LLC), Limited Liability Company Agreement (CIFC Member LLC)

Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company 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 of the Company, except to the extent required by the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC)

Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent The liability of a Member shall be liable for any debtthe debts, obligation liabilities, contracts, or liability other obligations of the Company or shall not exceed, in the aggregate, the capital contributions of such Member. No Member shall have any personal liability for the repayment of the capital contribution of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the ActMember.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Gramercy Property Trust Inc.), Agreement and Plan of Merger (Chambers Street Properties)

Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company 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 of the Company, except to the extent required by the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Medley Management Inc.), Limited Liability Company Agreement (Medley LLC)

Liability of Members. (a) No Investor Member or Managing Member shall be personally liable for any debts, obligations, or losses of the Company beyond the amount of his Capital Contribution to the Company and no Affiliate, manager, member, employee or agent his share of a any undistributed Net Profits. Any Investor Member shall be liable for only to make his Capital Contribution and shall not be required to lend any debt, obligation or liability of the Company or of any other Member or have any obligation funds to restore any deficit balance in its Capital Account solely by reason of being a Member of the Company, except to the extent required by the Act.

Appears in 2 contracts

Samples: Laundry LLC Operating Agreement, Operating Agreement (Sam Lee Laundry LLC)

Liability of Members. (a) No Member and no Affiliateor any Manager, manageragent, membershareholder, director, employee or agent incorporator of a any Member shall will be liable for any debtthe debts, obligation or liability obligations and liabilities of the Company or of any other Member Member, whether arising in contract, tort or have any obligation to restore any deficit balance in its Capital Account otherwise, which debts, obligations and liabilities shall be solely by reason of being a Member the debts, obligations and liabilities of the CompanyCompany or such other Member, except to the extent required by the Actas applicable.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Cef Equipment Holding LLC), Limited Liability Company Agreement (Cef Equipment Holding LLC)

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Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debt, obligation or liability of the Company 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 of the Company, except to the extent required by the Delaware Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bakkt Holdings, Inc.), Limited Liability Company Agreement (VPC Impact Acquisition Holdings)

Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent of a A Member shall be liable for any debtonly to make the payment of its Initial Capital Contribution and Additional Capital Contribution, obligation or liability of the Company or of any other required pursuant to Section 3.2 from time to time. No Member or have any obligation to restore any deficit balance in its Capital Account shall be liable, solely by reason of being a Member Member, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company, except to whether arising in contract, tort, or otherwise, or for the extent required by acts or omissions of any other Member, agent, representative, or employee of the ActCompany.

Appears in 1 contract

Samples: Emeritus Corp\wa\

Liability of Members. (a) No Member and no Affiliate, manager, member, employee (or agent representative of a Member any Member) shall be liable for any debtdebts, obligation obligations or liability liabilities of the Company or of any other Member Members, whether arising in tort, contract or have any obligation to restore any deficit balance in its Capital Account otherwise, solely by reason of being a Member Member, manager or agent or acting in such capacity or participating (as an employee, consultant, contractor or otherwise) in the conduct of the business of the Company, except to the extent required by the Act.

Appears in 1 contract

Samples: Operating Agreement (Fibernet Telecom Group Inc\)

Liability of Members. Except as otherwise required by any non-waivable provision of the Act or other applicable law: (a) No Member and no Affiliate, manager, member, employee or agent of a Member shall be personally liable for any debt, liability, or other obligation or liability of the Company 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 of the Company; and (b) no Member shall have any liability to any Person in excess of (i) the amount of its Capital Contributions, except to and (ii) without duplication, its share of any assets and undistributed profits of the extent required by the ActCompany.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Liability of Members. (a) No Member and no Affiliate, manager, member, employee or agent of a Member shall be liable for any debtdebts, obligation liabilities, contracts or liability obligations of the Company or whatsoever. Each of the Members acknowledges that such Member’s Capital Contributions are subject to the claims of any other Member or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Member and all creditors of the Company, except Company to the extent required provided by the ActAct and other applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (China Hydroelectric Corp)

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