Liability of the Member and Managers. (a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member. (b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.
Appears in 12 contracts
Samples: Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.), Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.), Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.)
Liability of the Member and Managers. (a) The Member shall have no duties dotes or obligations to the Company solely by reason of acting in its capacity as a Member.
(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.,
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.)
Liability of the Member and Managers. (a) The Member shall have no duties or obligations to the Company solely by reason of acting in its capacity as a Member.
(b) Each Manager shall act in a manner he or she believes in good faith to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances in carrying on the business and affairs of the Company; provided that no Manager shall have any personal liability to the Company or the Member for any loss or damage sustained by the Company or the Member for breach of a fiduciary or other duty in connection with this Agreement as a Manager, by reason of any act or omission occurring subsequent to the date when this provision becomes effective, ) except that this provision shall not eliminate or limit the liability of a Manager for (i) intentional misconduct or a knowing violation of law, or (ii) any transaction from which the Manager derived an improper personal benefit in violation or breach of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.)
