Liability to Third Parties; Duties and Obligations. (a) Except as is expressly provided in another separate, written guaranty or other agreement executed by a Member or as required by the Delaware LLC Act, no Member is liable for the Liabilities of the Company, including under a judgment, decree or order of a court, solely by reason of being a Member of the Company. Except as otherwise provided in this Agreement, no Member has the authority or power to act for or on behalf of or bind the Company or to incur any expenditures on behalf of the Company. (b) The Company and the Members agree that the rights, duties and obligations of the Members in their capacity as members of the Company are only as set forth in this Agreement and, except to the extent this Agreement provides otherwise, under the Delaware LLC Act. Furthermore, to the fullest extent permitted by law, the Members agree that the existence of any rights of a Member, or the exercise or forbearance from exercise of any such rights, shall not create any duties or obligations of the Members in their capacities as members of the Company, nor shall such rights be construed to enlarge or otherwise alter in any manner the duties and obligations of the Members. (c) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Delaware LLC Act or Applicable Law.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Mid-Con Energy Partners, LP), Limited Liability Company Agreement, Limited Liability Company Agreement (Mid-Con Energy Partners, LP)
Liability to Third Parties; Duties and Obligations. (a) Except as is expressly provided in another separate, written guaranty or other agreement executed by a the Member or as required by the Delaware LLC Act, no the Member is shall not be liable for the Liabilities of the Company, including under a judgment, decree or order of a court, solely by reason of being a Member of the Company. Except as otherwise provided in this Agreement, no the Member has shall have the authority or power to act for or on behalf of or bind the Company or to incur any expenditures on behalf of the Company.
(b) The Company and the Members Member agree that the rights, duties and obligations of the Members Member, in their its capacity as members a member of the Company Company, are only as set forth in this Agreement and, except to the extent this Agreement provides otherwise, under the Delaware LLC Act. Furthermore, to the fullest extent permitted by law, the Members agree Member agrees that the existence of any rights of a the Member, or the exercise or forbearance from exercise of any such rights, shall not create any duties or obligations of the Members Member in their capacities its capacity as members a member of the Company, nor shall such rights be construed to enlarge or otherwise alter in any manner the duties and obligations of the MembersMember.
(c) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Delaware LLC Act or Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Mid-Con Energy Partners, LP)
Liability to Third Parties; Duties and Obligations. (a) Except as is may be expressly provided in another separate, written guaranty or other agreement executed by a Member or as required by the Delaware LLC Act, no Member is or Director shall be liable for the Liabilities of the Company, including under a judgment, decree or order of a court, solely by reason of being a Member member or manager of the Company. Except as otherwise provided in this Agreement, no Member or Director has the authority or power to act for or on behalf of or bind the Company or to incur any expenditures on behalf of the Company.
(b) The Company and the Members agree that the rights, duties and obligations of the Members in their capacity as members of the Company are only as set forth in this Agreement and, except to the extent this Agreement provides otherwise, under the Delaware LLC Act. Furthermore, to the fullest extent permitted by law, the Members agree that the existence of any rights of a Member, or the exercise or forbearance from exercise of any such rights, shall not create any duties or obligations of the Members in their capacities as members of the Company, nor shall such rights be construed to enlarge or otherwise alter in any manner the duties and obligations of the Members.
(c) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Delaware LLC Act or Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (LRR Energy, L.P.)
Liability to Third Parties; Duties and Obligations. (a) Except as is may be expressly provided in another separate, written guaranty or other agreement executed by a Member or as required by the Delaware LLC Act, no Member is shall be liable for the Liabilities of the Company, including under a judgment, decree or order of a court, solely by reason of being a Member of the Company. Except as otherwise provided in this Agreement, no Member has the authority or power to act for or on behalf of or bind the Company or to incur any expenditures on behalf of the Company.
(b) The Company and the Members agree that the rights, duties and obligations of the Members in their capacity as members of the Company are only as set forth in this Agreement and, except to the extent this Agreement provides otherwise, under the Delaware LLC Act. Furthermore, to the fullest extent permitted by law, the Members agree that the existence of any rights of a Member, or the exercise or forbearance from exercise of any such rights, shall not create any duties or obligations of the Members in their capacities as members of the Company, nor shall such rights be construed to enlarge or otherwise alter in any manner the duties and obligations of the Members.
(c) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Delaware LLC Act or Applicable Law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (LRR Energy, L.P.)