Liability to Company. Neither the Member nor any of its officers, directors, employees or agents, shall be liable, responsible or accountable to the Company in damages or otherwise for any act or omission of the Member or any of its officers, directors, employees or agents in connection with acts carried out on behalf of the Company SPECIFICALLY INCLUDING THE MEMBER’S OR ANY OF ITS OFFICER’S, DIRECTOR’S, EMPLOYEE’S OR AGENT’S SOLE, PARTIAL OR CONCURRENT NEGLIGENCE, provided the Member or any of its officers, directors, employees or agents shall be liable for any material breach of any obligation under this Agreement or for fraud, willful misconduct or gross negligence committed toward the Company.
Liability to Company. No Member or officer of the Company or any of their respective affiliates, or any employee, director, officer, agent, shareholder, limited partner, member or general partner of the foregoing, shall be liable, responsible or accountable in damages or otherwise to the Company by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person’s fraud, gross negligence or willful misconduct. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.01 to the fullest extent permitted by law.
Liability to Company. Without prejudice to Clause 8.1 above, the Manager shall be under no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel) and howsoever arising in the course of performance of the Management Services UNLESS the same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Manager or its employees in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Manager’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of US$500,000 (five hundred thousand United States Dollars);
Liability to Company. Each Member is liable to the Company for any Capital Contribution or Distribution that has been wrongfully or erroneously returned or paid to such Member in violation of the Act, the Articles or this Agreement.
Liability to Company. To the full extent permitted by South Dakota law, no officer, Member, Manager or the Managing Member shall be liable to the Company or its Members for monetary damages for an act or omission in such Member’s or Manager’s capacity as an officer, Member, Manager or the Managing Member of the Company, except that this Article does not eliminate or limit the liability of an officer Member, Manager or the Managing Member to the extent the officer, Member, Manager or the Managing Member is found liable for:
(a) a breach of the duty of loyalty to the Company or its Members;
(b) an act or omission not in good faith that constitutes a breach of duty to the Company or its Members or an act or omission that involves gross negligence, intentional misconduct or a known violation of the law;
(c) a transaction from which the officer, Member, Manager or the Managing Member received an improper benefit whether or not the benefit resulted from an action taken within the scope of the officer’s, Member’s, Manager’s or the Managing Member’s office; or
(d) an act or omission for which the liability of an officer, Member, Manager or Managing Member is expressly provided for by applicable statute.
Liability to Company. Each Member is liable to the Company for [a] the Initial Contribution agreed to be made under Section 4.1 and any Additional Contribution agreed to be made under Section 4.2, and [b] any Capital Contribution or Distribution that has been wrongfully or erroneously returned or paid to such Person in violation of the Act, the Articles or this Agreement.
Liability to Company. No Member or officer of the Company, or any employee, agent, limited partner or general partner of a Member, shall in such capacity be liable, responsible or accountable in damages or otherwise to the Company or the other Members by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person's gross negligence, willful misconduct or bad faith. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 9.01 shall not be construed so as to relieve (or attempt to relieve) a person of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 9.01 to the fullest extent permitted by law.
Liability to Company. To the full extent permitted by Kansas law, no officer, Member or Manager shall be liable to the Company or its Members for monetary damages for an act or omission in such Member’s or Manager’s capacity as an officer, Member or Manager of the Company, except that this Article does not eliminate or limit the liability of an officer Member or Manager to the extent the officer, Member or Manager is found liable for:
(a) a breach of the duty of loyalty to the Company or its Members;
(b) an act or omission not in good faith that constitutes a breach of duty to the Company or its Members or an act or omission that involves gross negligence, intentional misconduct or a known violation of the law;
(c) a transaction from which the officer, Member, or Manager received an improper benefit whether or not the benefit resulted from an action taken within the scope of the officer’s, Member’s or Manager’s office; or
(d) an act or omission for which the liability of an officer, Member or Manager is expressly provided for by applicable statute.
Liability to Company. Without prejudice to the above sub-clause 10.1, the Manager shall be under no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature whether direct or indirect, including but not limited to loss of profit arising out of or in connection with detention or delay of any Vessel and howsoever arising in the course of performance of the Management Services, unless same is proved to have resulted from the gross negligence or wilful default of the Manager, or their employees or agents in which case (save where loss, damage, delay or expense has resulted from the Manager’s act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for each incident giving rise to a claim or claims shall never exceed (i) in respect of the Company, a total of ten times the annual fees payable to the Manager hereunder, and (ii) in respect of each Vessel and the respective Subsidiary, a total of ten times the annual management fee payable in respect of such Vessel. 4
Liability to Company. The Members will have no liability to the Company for any loss suffered by the Company that arises out of any action or inaction of a Member.
