Common use of Limitation of Liability and Duties of Members and Officers Clause in Contracts

Limitation of Liability and Duties of Members and Officers. (a) Except as otherwise expressly provided in this Agreement or in the Maryland Act, no current or former Member (including a current or former Managing Member) or any current or former Officer shall be obligated personally for any debts, obligation or liability solely by reason of being a Member or, with respect to the Managing Member, acting as the Managing Member of the Company, or, with respect to an Officer, acting in its capacity as an Officer. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Maryland Act shall not be grounds for imposing personal liability on the Managing Member for liabilities of the Company. (b) Notwithstanding any other provision of this Agreement (subject to Section 6.05 with respect to the Managing Member), to the extent that, at Law or in equity, any Member (including the Managing Member), any Member’s Affiliate or any manager, managing member, general partner, director (or equivalent), officer, employee, agent, fiduciary or trustee of any Member or of any Affiliate of a Member) has duties (including fiduciary duties) to the Company, to another Member, to any Person who acquires an interest in a Company Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby limited solely to those expressly set forth in this Agreement, to the fullest extent permitted by Law. The limitation of duties (including fiduciary duties) to the Company, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement as expressly set forth herein, if any, are approved by the Company, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement.

Limitation of Liability and Duties of Members and Officers. (a) Except as otherwise expressly provided in this Agreement or in the Maryland Delaware Act, no current or former Member (including a current or former Managing MemberManager) or any current or former Officer shall be obligated personally for any debtsdebt, obligation or liability solely by reason of being a Member or, with respect to the Managing MemberManager, acting as the Managing Member Manager of the Company, or, with respect to an Officer, acting in its his or her capacity as an Officer. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Maryland Delaware Act shall not be grounds for imposing personal liability on the Managing Member Manager for liabilities of the Company. (b) Notwithstanding any other provision of this Agreement (subject to Section 6.05 6.5 with respect to the Managing MemberManager), to the extent that, at Law or in equity, any Member (including the Managing MemberManager), any Member’s Affiliate of a Member or any manager, managing member, general partner, director (or equivalent), officer, employee, agent, fiduciary or trustee of any Member or of any Affiliate of a Member) has duties (including fiduciary duties) to the Company, to another Member, to any Person who acquires an interest in a Company Interest one or more Units or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby limited solely to those expressly set forth in this Agreement, to the fullest extent permitted by Law. The limitation of duties (including fiduciary duties) to the Company, each of the Members, each other Person who acquires an interest in a Company Interest one or more Units and each other Person bound by this Agreement as expressly set forth herein, if any, are approved by the Company, each of the Members, each other Person who acquires an interest in a Company Interest one or more Units and each other Person bound by this Agreement.

Limitation of Liability and Duties of Members and Officers. (a) Except as otherwise expressly provided in this Agreement or in the Maryland Act, no current or former Member (including a current or former Managing Member) or any current or former Officer shall be obligated personally for any debts, obligation or liability solely by reason of being a Member or, with respect to the Managing Member, acting as the Managing Member of the Company, or, with respect to an Officer, acting in its capacity as an Officer. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Maryland Act shall not be grounds for imposing personal liability on the Managing Member for liabilities of the Company. (b) Notwithstanding any other provision of this Agreement (subject to Section 6.05 with respect to the Managing Member), to the extent that, at Law law or in equity, any Member (including the Managing Member), any Member’s Affiliate or any manager, managing member, general partner, director (or equivalent), officer, employee, agent, fiduciary or trustee of any Member or of any Affiliate of a Member) has duties (including fiduciary duties) to the Company, to another Member, to any Person who acquires an interest in a Company Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby limited solely to those expressly set forth in this Agreementmodified and limited, to the fullest extent permitted by Law, as expressly set forth herein. The modification and limitation of duties (including fiduciary duties) to the Company, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement as expressly set forth herein, if any, are approved by the Company, each of the Members, each other Person who acquires an interest in a Company Interest and each other Person bound by this Agreement.