Common use of Limitation of Liability of Members Clause in Contracts

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth in this Agreement or under Applicable Law, neither the Managing Member nor any other Member will be liable to the Company, any Member (including the Managing Member), or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except (i) for such actions as constitute gross negligence, fraud or willful misconduct of such Member, and (ii) as otherwise provided in ARTICLE IX. Without limiting or reducing the foregoing, each Member’s liability will be limited as set forth in the Act. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be the debts, obligations and liabilities solely of the Company, and the Members of the Company will not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. (b) Each of the Members will be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, or any officer or employee of the Company, or by any other individual as to matters the Members reasonably believe are within such other individual’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution to the Members might properly be paid. (c) To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) or liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a), such duties and liabilities are hereby limited to the extent permitted under the Act to those set forth in Section 3.6(a); provided that this Section 3.6(c) or Section 3.6(a) will not be construed to limit obligations or liabilities expressly provided for in this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwise, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member.

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth in this Agreement or under Applicable LawEach Member and its officers, neither the Managing directors, shareholders, Affiliates, employees and agents (each a “Member nor any other Member will be liable to the Company, any Member (including the Managing Member), or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except Party”) shall (i) for such actions have liability limited as constitute gross negligence, fraud or willful misconduct of such Member, described in the Act and other applicable Legal Requirements and (ii) be exculpated from liability for and defended, indemnified and held harmless by the Company from any and all judgments, awards, causes of action, lawsuits, suits, proceedings, governmental investigations or audits, losses (including amounts paid in settlement of claims), assessments, fines, penalties, administrative orders or injunctions (including any loss of profits, consequential, punitive, incidental or special damages recovered by any Person other than a Member or an Affiliate of a Member), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts (“Claims”) arising out of the performance by such Member Party of its obligations under this Agreement so long as otherwise provided (A) the Member Party acted in ARTICLE IX. Without limiting or reducing the foregoing, each Member’s liability will good faith and in a manner reasonably believed by it to be limited as set forth in the Actbest interest of or not opposed to the interest of the Company or the Project Company, as applicable, and (B) the Member Party’s actions did not constitute willful misconduct, fraud or gross negligence or willful breach of any of its covenants under the Transaction Documents. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will shall be the debts, obligations and liabilities solely of the Company, and the Members of the Company will shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. (b) Each of the Members will shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, the Administrator or any officer or employee of the Company, or by any other individual as to matters the Members that such Member reasonably believe believes are within such other individualPerson’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution distributions to the Members might properly be paid. (c) To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) or and liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a)Agreement, such duties and liabilities are hereby limited Member, acting under this Agreement shall not be liable to the extent permitted under Company or to any Member or other Person bound by this Agreement for its good faith reliance on the Act to those set forth in Section 3.6(a)provisions of this Agreement; provided that this Section 3.6(c) or Section 3.6(a) will shall not be construed to limit obligations or liabilities therefor, in each case as expressly provided for stated in this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwiseCompany, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member. (d) Clean Technologies, in its capacity as Managing Member, shall not have any liability for breach of contract (except as provided in (i) and (ii) below) or breach of duties (including fiduciary duties) of a member or manager to the Company or to any Member or other Person that is a party to or is otherwise bound by this Agreement, in each case, to the fullest extent permitted by the Act; provided that (i) this Agreement shall not limit or eliminate liability for any (x) obligations expressly imposed on Clean Technologies, as Managing Member, pursuant to this Agreement or any other Transaction Document, (y) act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing or (z) act or omission arising from the gross negligence, willful misconduct or fraud of Clean Technologies and (ii) this Section 3.6(d) shall not limit or eliminate liabilities expressly stated in this Agreement or any other Transaction Document. (e) Except as otherwise provided in Section 6.1 of the ECCA or Section 9.12 hereof with respect to liability resulting from fraud or willful misconduct, or with respect to its failure to pay any amount due to Investor Indemnified Parties under the Transaction Documents, Clean Technologies, in its capacity as Managing Member, shall have no liability of any kind to the Members under this Agreement for monetary damages in an amount that would exceed its aggregate obligation to indemnify the Investor Indemnified Parties pursuant to Section 9.12. (f) Clean Technologies, in its capacity as a Member or Managing Member, shall not have any liability to the Company, any Class B Member or any other Person bound by this Agreement for damages resulting from a breach or breaches by (i) the Administrator resulting from or arising out of the Administrator’s performance of its obligations under the Administrative Services Agreement, (ii) the Operator of any of its obligations, covenants or agreements under the MOMA, except to the extent that Clean Technologies is the Managing Member and it is finally determined by a court of competent jurisdiction (not subject to appeal, or not appealed) that Clean Technologies, as Managing Member, has failed to perform its supervisory obligations hereunder with respect to the Administrative Services Agreement or MOMA in a manner consistent with the definition of “Prudent Operator Standard”.

Limitation of Liability of Members. (a) Notwithstanding anything Anything in this Company LLC Agreement to the contrary set forth in this Agreement or under Applicable Lawnotwithstanding, neither the Managing Member nor does not guarantee any other tax credits or Cash Grant or any outcome or event or that the Company will in fact comply with any applicable legal or contractual obligation; provided that this Section 3.6(a) does not release the Managing Member will from its obligation to perform in accordance with the terms of this Company LLC Agreement, and the Managing Member shall be liable required to perform its duties and obligations hereunder (i) in instances not involving the direct or indirect operation and management of the Project and the Company, any Member (including in good faith and in a manner reasonably believed to be in the Managing Member), or any other equity holder in or creditor best interest of the Company for any action taken by or on behalf of the Company, except (i) for such actions as constitute gross negligence, fraud or willful misconduct of such Member, and (ii) as otherwise provided in ARTICLE IXaccordance with the Prudent Operator Standard. Without limiting or reducing the foregoing, each The Members shall be required to perform their duties and obligations hereunder in good faith. (b) Each Member’s liability will shall be limited as set forth described in the ActAct and other Applicable Law. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will shall be the debts, obligations and liabilities solely of the Company, and the Members of the Company will shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. In respect of any specific matter or circumstance requiring interpretation, application, or enforcement of Material Contracts, the Managing Member may rely on the advice of legal counsel and qualified industry consultants engaged to advise the Managing Member or the Company with respect to such matter or circumstance. The Managing Member shall have no liability to the Company or any Member in respect of any election made in good faith pursuant to Section 7.4. In no event shall any Member be liable under this Company LLC Agreement to another Member for any consequential, punitive, special or incidental damages (including lost profits) incurred by, such Member arising from a breach of this Company LLC Agreement; provided that this limitation shall in no way limit any such liability of a Member under any other Transaction Document. (bc) Each of the Members will shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, the Manager or any officer or employee of the Company, or by any other individual as to matters the Members that such Member reasonably believe believes are within such other individualPerson’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution distributions to the Members might properly be paid. (cd) To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) or and liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a)Company LLC Agreement, such duties and liabilities are hereby limited Member, acting under this Company LLC Agreement shall not be liable to the extent permitted under Company or to any Member or other Person bound by this Company LLC Agreement for its good faith reliance on the Act to those set forth in Section 3.6(a)provisions of this Company LLC Agreement; provided that this Section 3.6(c3.6(d) or Section 3.6(a) will shall not be construed to limit obligations or liabilities therefor, in each case as expressly provided for stated in this Company LLC Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Company LLC Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwise, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member. (e) NHC, in its capacity as a Member, or Managing Member, shall not have any liability for breach of contract (except as provided in (i) or (ii) below) or breach of duties (including fiduciary duties) of a member or manager to the Company or to any other Person that is a party to or is otherwise bound by this Company LLC Agreement, in each case, to the fullest extent permitted by the Act; provided that this Company LLC Agreement shall not limit or eliminate liability for any (i) obligations expressly imposed on NHC, as Member, or Managing Member, pursuant to this Company LLC Agreement or any other Transaction Document or (ii) act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing or gross negligence, willful misconduct or fraud. The Managing Member, in its capacity as the Managing Member, shall have no liability to the Company or to the other Members for actions taken, or decisions not to act taken, with the approval of the Members representing a Class Majority Vote for Major Decisions. The Managing Member shall have no liability resulting from any economic losses, reduced revenues of the Project Company or reduced generation of electricity at the Project resulting solely from the actual level of wind resource available at the Project at any given time. Except with respect to liability resulting from gross negligence, fraud or willful misconduct, NHC, in its capacity as a Member, or Managing Member, shall not have any liability of any kind under this Company LLC Agreement for monetary damages in an amount that, taken together with any amounts it has paid, or may then be required to pay, as indemnification under the Contribution Agreement, would exceed the amount it would be required to pay at such time if such liability under this Company LLC Agreement was a Investor Indemnified Cost (as defined in the Contribution Agreement) and subject to all applicable provisions of ARTICLE 5 of the Contribution Agreement relating to indemnification of

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth Except as provided in this Agreement or under Applicable Law, neither the Managing Member nor any other Member will be liable to the Company, any Member (including the Managing Member), or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except (i) for such actions as constitute gross negligence, fraud or willful misconduct of such Member, and (ii) as otherwise provided in ARTICLE IX. Without limiting or reducing the foregoing, each Member’s liability will be limited as set forth in the Act. Except as otherwise required by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will shall be solely the debts, obligations and liabilities solely of the Company, and the Members of the Company will not and no Member (including without limitation, the Manager) shall be obligated personally for any of such debts, obligations obligation or liabilities liability solely by reason of being a Member or acting as the Manager of the Company. Except as otherwise provided in this Agreement, a Member’s liability (in its capacity as such) for Company liabilities and Losses shall be limited to the Company’s assets. 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 Delaware Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company. (b) Each In accordance with the Delaware Act and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. It is the intent of the Members will that no Distribution to any Member pursuant to Article IV shall be fully protected deemed a return of money or other property paid or distributed in relying in good faith upon the records violation of the Company and upon Delaware Act. The payment of any such informationmoney or Distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of the Act, opinionsand, reports or statements presented to the Company fullest extent permitted by law, any other Person who is a Member, Member receiving any such money or property shall not be required to return any officer such money or employee of the Company, or by any other individual as property to matters the Members reasonably believe are within such other individual’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount Person. However, if any court of assets from which distribution to the Members might properly be paid. (c) To the extent competent jurisdiction holds that, at law or in equity, a Member, in its capacity as a member or manager of notwithstanding the Company or otherwise, has duties (including fiduciary duties) or liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a), such duties and liabilities are hereby limited to the extent permitted under the Act to those set forth in Section 3.6(a); provided that this Section 3.6(c) or Section 3.6(a) will not be construed to limit obligations or liabilities expressly provided for in this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwise, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities obligation of such Member and not of any other Member.

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth in this Agreement or and to the fullest extent permitted under Applicable Law, neither the Managing Member nor any other no Member will be liable ‘to the Company, any Member (including Member, the Managing Member)Manager, any transferee or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except (i) for such actions as constitute gross negligence, fraud or willful misconduct of such Member, and (ii) as otherwise provided in ARTICLE IX. Without limiting or reducing the foregoing, each Member’s liability will be limited as set forth in the Act. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be the debts, obligations and liabilities solely of the Company, and the Members of the Company will not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member or Manager of the Company. No Member shall have any personal liability for the repayment of the positive balance in the Capital Account of a Member. (b) Each This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Member in its capacity as a member of the Company. Furthermore, each of the Members will be fully protected and the Company hereby waives any and all fiduciary duties of a Member in relying in good faith upon the records its capacity as a member of the Company that, absent such waiver, may be implied by Applicable Law, and upon such informationin doing so, opinions, reports or statements presented acknowledges and agrees that the duties and obligation of each Member to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by any other Person who is a Member, or any officer or employee of the Company, or by any other individual as to matters the Members reasonably believe are within to replace such other individual’s professional or expert competence, including information, opinions, reports or statements as to the value duties and amount liabilities of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution to the Members might properly be paid. (c) such Member. To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwiseCompany, has duties (including fiduciary duties) or liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a3.5(a), such duties and liabilities are hereby limited to the extent permitted under the Act Act, including to the fullest extent permitted Section 18-1101 of the Act, to those set forth in Section 3.6(a3.5(a); provided provided, that this Section 3.6(c3.5(b) or Section 3.6(a3.5(a) will not be construed to limit obligations or liabilities expressly provided for in this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Agreement, including this Section 3.5(b), to the extent that they restrict limit the duties and liabilities of a MemberMember otherwise existing at law or in equity, in its capacity as a member or manager of the Company or otherwise, otherwise existing at law or in equityCompany, are agreed by the Members to replace such other duties and liabilities of such Member. (c) Whenever in this Agreement a Member, in its capacity as a member of the Company or otherwise (other than in its capacity as a Manager), is permitted or required to make a decision (including a decision that is in such Member’s “discretion” or under a grant of similar authority or latitude), the Member shall be entitled to consider only such interests and factors as such Member desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. Whenever in this Agreement a Member is permitted or required to make a decision in such Member’s “good faith,” the Member shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other Applicable Law.

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth in this Agreement or and to the fullest extent permitted under Applicable Law, neither the Managing Member nor any other no Member will be liable to the Company, any Member (including Member, the Managing Member)Manager, any transferee or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except (i) for such actions as constitute gross negligence, fraud or willful misconduct of such Member, and (ii) as otherwise provided in ARTICLE IX. Without limiting or reducing the foregoing, each Member’s liability will be limited as set forth in the Act. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be the debts, obligations and liabilities solely of the Company, and the Members of the Company will not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member or Manager of the Company. No Member shall have any personal liability for the repayment of the positive balance in the Capital Account of a Member. (b) Each This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Member in its capacity as a member of the Company. Furthermore, each of the Members will be fully protected and the Company hereby waives any and all fiduciary duties of a Member in relying in good faith upon the records its capacity as a member of the Company that, absent such waiver, may be implied by Applicable Law, and upon such informationin doing so, opinions, reports or statements presented acknowledges and agrees that the duties and obligation of each Member to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by any other Person who is a Member, or any officer or employee of the Company, or by any other individual as to matters the Members reasonably believe are within to replace such other individual’s professional or expert competence, including information, opinions, reports or statements as to the value duties and amount liabilities of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution to the Members might properly be paid. (c) such Member. To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwiseCompany, has duties (including fiduciary duties) or liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a3.5(a), such duties and liabilities are hereby limited to the extent permitted under the Act Act, including to the fullest extent permitted Section 18-1101 of the Act, to those set forth in Section 3.6(a3.5(a); provided provided, that this Section 3.6(c3.5(b) or Section 3.6(a3.5(a) will not be construed to limit obligations or liabilities expressly provided for in this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Agreement, including this Section 3.5(b), to the extent that they restrict limit the duties and liabilities of a MemberMember otherwise existing at law or in equity, in its capacity as a member or manager of the Company or otherwise, otherwise existing at law or in equityCompany, are agreed by the Members to replace such other duties and liabilities of such Member. (c) Whenever in this Agreement a Member, in its capacity as a member of the Company or otherwise (other than in its capacity as a Manager), is permitted or required to make a decision (including a decision that is in such Member’s “discretion” or under a grant of similar authority or latitude), the Member shall be entitled to consider only such interests and factors as such Member desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. Whenever in this Agreement a Member is permitted or required to make a decision in such Member’s “good faith,” the Member shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other Applicable Law.

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth in this Agreement or under Applicable Law, neither the Managing Member nor any other Member will be liable to the Company, any Member (including the Managing Member), or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except (i) for such actions as constitute gross negligence, fraud or willful misconduct of such Member, and (ii) Except as otherwise provided in ARTICLE IX. Without limiting herein or reducing the foregoing, each Member’s liability will be limited as set forth in the Act. Except as otherwise required by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities solely of the Company, and the Members of the Company no Member will not be obligated personally for any such debt, obligation or liability of such debts, obligations or liabilities the Company solely by reason of being a Member or acting as a Member, other than any Member’s obligation to make any Capital Contributions to the Company pursuant to the terms hereof or other written agreement with the Company. Except as otherwise provided in this Agreement, a Member’s liability (in its capacity as a Member) for debts, liabilities and losses of the Company will be such Member’s share of the Company’s assets; provided that a Member will be required to return to the Company any Distribution (including any Tax Distribution) made to such Member as a result of a clear and manifest accounting or similar error or as a result of a clear, manifest and material breach of this Agreement, in each case, with respect to which written notice thereof has been delivered to the applicable Member, within 60 days after the applicable Distribution. The immediately preceding sentence will constitute a compromise to which all Members have consented within the meaning of the Delaware Act. Notwithstanding anything 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 Delaware Act will not be grounds for imposing personal liability on the Members or Managers for liabilities of the Company. (b) Each Notwithstanding any other provision of this Agreement or any duty otherwise existing at Law, in equity or otherwise, whenever in this Agreement a Person that is a Member is permitted or required to make a decision or take an action solely in the Members will be fully protected capacity as a Member, an investor or holder of Units in relying in good faith upon the records of the Company and upon such informationor on behalf of a Member (including as a partner, opinionsofficer, reports director, manager, representative or statements presented to the Company by any other Person who owner of an entity that is a Member) (and not in the capacity as a Manager), such Person making such decisions or taking such actions shall not be subject to any officer or employee of the Company, or by any other individual fiduciary duties such Person would otherwise have under applicable Law and shall be entitled to consider only such interests and factors as to matters the Members reasonably believe are within such other individual’s professional or expert competencePerson desires, including informationsuch Person’s own interests or those of any such Person’s Affiliates, opinionsand shall, reports or statements as to the value and amount fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of the assets, liabilities, profits or losses of factors affecting the Company or any other facts pertinent to the existence and amount of assets from which distribution to the Members might properly be paidPerson. (c) To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) or liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a), such duties and liabilities are hereby limited to the extent permitted under the Act to those set forth in Section 3.6(a); provided that this Section 3.6(c) or Section 3.6(a) will not be construed to limit obligations or liabilities expressly provided for in this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwise, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member.

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth in this Agreement or under Applicable LawEach Member and its officers, neither the Managing directors, shareholders, Affiliates, employees and agents (each, a “Member nor any other Member will be liable to the Company, any Member (including the Managing Member), or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except Party”) shall (i) for such actions have liability limited as constitute gross negligence, fraud or willful misconduct of such Member, described in the Act and other applicable Legal Requirements and (ii) be exculpated from liability for and defended, indemnified and held harmless by the Company from any and all judgments, awards, causes of action, lawsuits, suits, proceedings, governmental investigations or audits, losses (including amounts paid in settlement of claims), assessments, fines, penalties, administrative orders or injunctions (including any loss of profits, consequential, punitive, incidental or special damages recovered by any Person other than a Member or an Affiliate of a Member), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts (“Claims”) arising out of the performance by such Member Party of its obligations under this Agreement so long as otherwise provided (A) the Member Party acted in ARTICLE IX. Without limiting or reducing the foregoing, each Member’s liability will good faith and in a manner reasonably believed by it to be limited as set forth in the Actbest interest of or not opposed to the interest of the Company and (B) the Member Party’s actions did not constitute willful misconduct, fraud or gross negligence or willful breach of any of its covenants under this Agreement. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will shall be the debts, obligations and liabilities solely of the Company, and the Members of the Company will shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. (b) Each of the Members will shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, Member or any officer or employee of the Company, or by any other individual as to matters the Members that such Member reasonably believe believes are within such other individualPerson’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution distributions to the Members might properly be paid. Without limiting the foregoing, the Managing Member shall be fully protected in relying on the Class B Member’s directions in connection with any action taken pursuant to Section 3.3(b). (c) To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) or and liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a)Agreement, such duties and liabilities are hereby limited Member, acting under this Agreement shall not be liable to the extent permitted under Company or to any Member or other Person bound by this Agreement for its good faith reliance on the Act to those set forth in Section 3.6(a)provisions of this Agreement; provided that this Section 3.6(c) or Section 3.6(a) will shall not be construed to limit as limiting the obligations or liabilities expressly provided for of such Member in any capacity other than a member or manager, whether pursuant to this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth hereinotherwise. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwiseCompany, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member. (d) Except as otherwise provided in Section 9.10 hereof with respect to liability resulting from fraud or willful misconduct, with respect to its failure to pay any amount due to any Indemnified Parties under the Transaction Documents or with respect to Third Party claims, no Member, in its capacity as Managing Member or otherwise, shall have any liability of any kind to any other Member under this Agreement for monetary damages in an amount that would exceed its aggregate obligation to indemnify the Class B Indemnified Parties or the Class A Indemnified Parties, as applicable, pursuant to Section 9.10. (e) No Member, in its capacity as Managing Member, as long as such capacity shall exist, shall have any liability to the Company, a Member, or any other Person bound by this Agreement for damages resulting from a breach or breaches by the Operator of any of its obligations, covenants or agreements under the MOMA.

Limitation of Liability of Members. (a) Notwithstanding anything to Each Member and its officers, directors, shareholders, Affiliates, employees and agents (each, a “Member Party”) shall (i) have liability limited as described in the contrary set forth in this Agreement or under Applicable Law, neither the Managing Member nor any Act and other Member will applicable Legal Requirements and (ii) not be liable to the Company, Company or any Member for and be defended, indemnified and held harmless by the Company from any and all judgments, awards, causes of action, lawsuits, suits, proceedings, governmental investigations or audits, losses (including the Managing amounts paid in settlement of claims), assessments, fines, penalties, administrative orders or injunctions (including any loss of profits, consequential, punitive, incidental or special damages recovered by any Person other than a Member or an Affiliate of a Member), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts (“Claims”) arising out of the performance by such Member Party of its obligations under this Agreement so long as (A) the Member Party acted in good faith and in a manner reasonably believed by it to be in the best interest of or any other equity holder in or creditor not opposed to the interest of the Company for any action taken by or on behalf of and (B) the Company, except (i) for such Member Party’s actions as did not constitute gross negligencewillful misconduct, fraud or gross negligence or willful misconduct breach of such Member, and (ii) as otherwise provided in ARTICLE IX. Without limiting or reducing the foregoing, each Member’s liability will be limited as set forth in the Actany of its covenants under this Agreement. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will shall be the debts, obligations and liabilities solely of the Company, and the Members of the Company will shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. (b) Each of the Members will shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, Member or any officer or employee of the Company, or by any other individual as to matters the Members that such Member reasonably believe believes are within such other individualPerson’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution distributions to the Members might properly be paid.. Without limiting the foregoing and notwithstanding anything to the contrary in this Agreement, (i) the Managing Member shall be fully protected in relying on the directions of any other Member (other than any Member holding the same class of Membership Interests as the Managing Member) in connection with any action taken or direction given in accordance with this Agreement and (ii) shall have no liability to the Company or any other Member with respect to any action, omission or decision with respect to the management or operations of the Company if the Managing Member notifies the holders of each class of Membership Interests (other than Class A Membership Interests and any class of Membership Interests held by the Managing Member) of such action, omission or decision as proposed by the Managing Member (such notice, a “Proposed Action Notice”) and does not receive written notice of objection to such proposed action, omission or decision from holders of greater than fifty (50%) of each class of Membership Interests required to be so notified within ten (10) Business Days of delivery of such Proposed Action Notice. DM_US 164459608-9.107145.0012 (c) To the extent that, at law or in equity, a Member, in its capacity as a member or manager the Managing Member of the Company or otherwise, has duties (including fiduciary duties) or and liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a)Agreement, such duties and liabilities are hereby limited Member, acting under this Agreement, shall not be liable to the extent permitted under Company or to any Member or other Person bound by this Agreement for its good faith reliance on the Act to those set forth in Section 3.6(a)provisions of this Agreement; provided that this Section 3.6(c) or Section 3.6(a) will shall not be construed to limit as limiting the obligations or liabilities expressly provided for of such Member in any capacity other than a member or the Managing Member, whether pursuant to this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth hereinotherwise. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Member, in its capacity as a member or manager the Managing Member of the Company or otherwiseCompany, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member. (d) Except as otherwise provided in Section 9.10 hereof with respect to liability resulting from fraud or willful misconduct, with respect to its failure to pay any amount due to any Indemnified Parties under the Transaction Documents or with respect to Third Party claims, no Member, in its capacity as Managing Member or otherwise, shall have any liability of any kind to any other Member under this Agreement for monetary damages in an amount that would exceed its aggregate obligation to indemnify the Class A Indemnified Parties, the Class B Indemnified Parties or the Class C Indemnified Parties, as applicable, pursuant to Section 9.10. (e) No Member, in its capacity as Managing Member, as long as such capacity shall exist, shall have any liability to the Company, a Member, or any other Person bound by this Agreement for damages resulting from any actions by the Operator (including any breach or breaches of any of the Operator’s obligations, covenants or agreements under the MOMA or from any actions by any other Successor Operator engaged to operate and maintain the Project pursuant to Section 8.2(d)).

Limitation of Liability of Members. (a) Notwithstanding anything to the contrary set forth in this Agreement or under Applicable Law, neither the Managing Member nor any other Member will be liable to the Company, any Member (including the Managing Member), or any other equity holder in or creditor of the Company for any action taken by or on behalf of the Company, except (i) for such actions as constitute gross negligence, fraud or willful misconduct of such Member, and (ii) as otherwise provided in ARTICLE IX. Without limiting or reducing the foregoing, each Each Member’s liability will shall be limited as set forth in the ActAct and other applicable Legal Requirements. Except as otherwise required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will shall be the debts, obligations and liabilities solely of the Company, and the Members of the Company will shall not be obligated personally for any of such debts, obligations or liabilities solely by reason of being a Member of the Company. In no event shall any Member or the Manager be liable under this Agreement to another Member for any lost profits of, or any consequential, punitive, special or incidental damages incurred by, such Member arising from a breach of this Agreement, provided that this shall in no way limit any such liability of a Member or the Manager to another Member under any other Transaction Document. (b) Each of the Members will shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any other Person who is a Member, the Manager or any officer or employee of the Company, or by any other individual as to matters the Members reasonably believe are within such other individual’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distribution to the Members might properly be paid. (c) To the extent that, at law or in equity, a Member, in its capacity as a member or manager of the Company or otherwise, has duties (including fiduciary duties) or and liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement more expansive than those set forth in Section 3.6(a)Agreement, such duties and liabilities are hereby limited Member, acting under this Agreement shall not be liable to the extent permitted under Company or to any Member or other Person bound by this Agreement for its good faith reliance on the Act to those set forth in Section 3.6(a)provisions of this Agreement; provided provided, that this Section 3.6(c) or Section 3.6(a) will shall not be construed to limit obligations or liabilities therefor, in each case as expressly provided for stated in this Agreement (including the obligations with respect to Capital Contributions) or any other Transaction Document; provided, further, that these limitations shall not apply to Removal Events or a breach by any Member of its respective representations or covenants set forth herein. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member or manager of the Company or otherwise, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member. (d) Ormat, in its capacity as a Member, Managing Member or Manager, shall not have any liability for breach of contract (except as provided in (i) and (ii) below) or breach of duties (including fiduciary duties) of a member or manager to the Company or to any other Person that is a party to or is otherwise bound by this Agreement, in each case, to the fullest extent permitted by the Act; provided that (i) this Agreement shall not limit or eliminate liability for any (x) obligations expressly imposed on Ormat, as Member, Managing Member or Manager, pursuant to this Agreement or any other Transaction Document or (y) act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing or (z) fraud, willful misconduct or gross negligence and (ii) this Section 3.6(d) shall not limit or eliminate liabilities expressly stated in this Agreement or any other Transaction Document. (e) Except with respect to liability resulting from fraud, willful misconduct or gross negligence, Ormat, in its capacity as a Member, Managing Member or Manager, shall not have any liability of any kind under this Agreement for monetary damages in an amount that, taken together with any amounts it has paid, or may then be required to pay, as indemnification under the Purchase Agreement, would exceed the amount it would be required to pay at such time if such liability under this Agreement was a Purchaser Indemnified Cost (as defined in the Purchase Agreement) and subject to all the provisions of Article 6 of the Purchase Agreement relating to indemnification of Purchaser Indemnified Costs. For the avoidance of doubt, the parties hereto acknowledge that the provisions of Article 6 of the Purchase Agreement shall include any amounts that may be payable to an Indemnified Party (as defined in the Purchase Agreement) as a result of a breach of Ormat’s obligations and representations hereunder and that any such amounts shall constitute “Purchaser Indemnified Costs”. (f) Liability to the Company, any Class B Member or any other Person bound by this Agreement for damages resulting from a breach or breaches by (i) the Manager of any of its obligations, covenants or agreements under the Management Services Agreement or (ii) by the Operator of any of its obligations, covenants or agreements under any O&M Agreement shall be separate and distinct from liabilities of Ormat in its capacity as a Class A Member; and damages resulting from such breach or breaches shall not be subject to the same aggregate indemnification limitations contained in Article 6 of the Purchase Agreement regarding Purchaser Indemnified Costs.