Common use of Liability of the Managing Member Clause in Contracts

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.

Appears in 13 contracts

Samples: Guaranty Agreement (Healthpeak Properties, Inc.), Limited Liability Company Agreement (Hcp, Inc.), Limited Liability Company Agreement (Hcp, Inc.)

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Liability of the Managing Member. A. Notwithstanding anything to the contrary set forth in this Agreement, neither none of the Managing Member nor any of its directors officers, directors, agents or officers employees shall be liable or accountable in damages or otherwise to the Company, any Members Members, or any Assignees their successors or assigns, 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.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Liability of the Managing Member. A. Notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither the Managing Member nor any of its directors or officers shall not be liable liable, responsible or accountable in damages damage or otherwise to the CompanyCompany or to any Member, any Members successor, assignee or any Assignees for losses sustained, liabilities incurred transferee except by reason of acts or benefits not derived as omissions due to fraud or intentional misconduct or that constitute a result violation of errors in judgment or mistakes the implied contractual duty of fact or law or of any act or omission if the Managing Member or such director or officer acted in good faithfaith and fair dealing.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Manning & Napier, Inc.), Limited Liability Company Agreement (Manning & Napier, Inc.)

Liability of the Managing Member. A. Notwithstanding anything to the contrary set forth (a) The Managing Member shall not be in this Agreement, neither breach of any duty that the Managing Member nor any of its directors or officers shall be liable or accountable in damages or otherwise may owe to the Company, any Members or the Company 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 other Persons under this Agreement or of any act duty stated or omission implied by law or equity if the Managing Member or such director or officer acted Member, acting in good faith, abides by the terms of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (DC Industrial Liquidating Trust)

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Liability of the Managing Member. A. (a) Notwithstanding anything to the contrary set forth in this Agreement, neither the Managing Member nor any of and its officers and directors or officers shall not be liable or accountable in for monetary damages or otherwise to the Company, any Members or any Assignees for losses sustained, sustained or 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 unless the Managing Member or such director or officer acted in good faithbad faith or breached an explicit term of this Agreement and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

Appears in 1 contract

Samples: Operating Agreement (Chartermac)

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