Liability of the Managing Member. A. Notwithstanding anything to the contrary set forth in this Agreement, neither the Managing Member nor any of its directors or officers shall be liable or accountable in damages or otherwise to the Company, any Members or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission if the Managing Member or such director or officer acted in good faith.
Liability of the Managing Member. (a) Notwithstanding anything to the contrary set forth in this Agreement, to the maximum extent that Delaware law in effect from time to time permits, none of the Managing Member, Clipper or any of their directors, partners or officers shall be liable or accountable in damages or otherwise to the Company, any Members or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission if the Managing Member, Clipper or such director, partner or officer acted in good faith.
Liability of the Managing Member. A. To the maximum extent permitted under the Act, the only duties that the Managing Member owes to the Company, any Member or any other Person (including any creditor of any Member or Assignee of any Membership Interest), fiduciary or otherwise, are to perform its contractual obligations as expressly set forth in this Agreement consistently with the implied contractual covenant of good faith and fair dealing. The Managing Member, in its capacity as such, shall have no other duty, fiduciary or otherwise, to the Company, any Member or any other Person (including any creditor of any Member or any Assignee of Membership Interest). The provisions of this Agreement shall create contractual obligations of the Managing Member only, and no such provisions shall be interpreted to create, expand or modify any fiduciary duties of the Managing Member.
Liability of the Managing Member. The Managing Member, its affiliates and their respective partners, members, employees, officers, directors, managing members, and shareholders shall not be liable, responsible, or accountable in damages or otherwise to the Company or to any of the Members, or their respective successors or assigns, except by reason of acts of, or omissions due to, gross negligence, misconduct or breach of its fiduciary obligation, and for not having acted in good faith in the reasonable belief that its actions were in, or not opposed to, the best interests of the Company. The Managing Member and its affiliates shall not be liable to the Company or any Non-Managing Member (or any assignee) for any actions entitled to indemnity within the scope of Article 13.
Liability of the Managing Member. (a) Except as otherwise specifically provided herein or under the Act, neither the Managing Member nor its Affiliates, nor any agent, representative, director, officer or employee of any of them, shall be liable, responsible or accountable in damages or otherwise to the Company or to any Member for any act or omission performed or omitted on behalf of the Company in good faith. In exercising its right hereunder, Managing Member shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data provided by any attorney, accountant or other professional engaged in connection with the Company and/or Property.
Liability of the Managing Member. Except as otherwise expressly provided in the Delaware 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 the Managing Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Managing Member. Except as otherwise expressly provided in the Delaware Act, the liability of the Managing Member shall be limited to the amount of capital contributions, if any, required to be made by such Managing Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement.
Liability of the Managing Member. (a) Notwithstanding anything to the contrary set forth in this Agreement, to the maximum extent that New York law in effect from time to time permits, none of the Managing Member, Clipper or any of their directors, partners or officers shall be liable or accountable in damages or otherwise to the Company, any Members or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission if the Managing Member, Clipper or such director, partner or officer acted in good faith.
Liability of the Managing Member. A. Notwithstanding anything to the contrary set forth in this Agreement, neither the Managing Member nor any of its directors, officers, agents or employees shall be liable or accountable in damages or otherwise to the Company, any Members or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission if the Managing Member or such director, officer, agent or employee of the Managing Member, as the case may be, acted in good faith and has not engaged in gross negligence or breached its express covenants set forth in this Agreement.
Liability of the Managing Member. (a) To the maximum extent permitted under the Act, the only duties that the Managing Member owes to the Company or any Member are to perform its contractual obligations as expressly set forth in this Agreement. The Managing Member, in its capacity as such, shall have no other duty, fiduciary or otherwise, to the Company, any Member or any other Person (including any creditor of any Member or any assignee of a Membership Interest).
Liability of the Managing Member. (a) To the maximum extent permitted under the Act, the only duties that the Managing Member owes to the Company, any Member or any other Person (including any creditor of any Member or assignee of any LLC Interest), fiduciary or otherwise, are to perform its contractual obligations as expressly set forth in this Agreement consistently with the obligation of good faith and fair dealing. The Managing Member, in its capacity as such, shall have no other duty, fiduciary or otherwise, to the Company, any Member or any other Person (including any creditor of any Member or any assignee of an LLC Interest). The provisions of this Agreement other than this Section 7.8 shall create contractual obligations of the Managing Member only, and no such provision shall be interpreted to expand or modify the fiduciary duties of the Managing Member under the Act.
