Limitation of Liability of Members. Except as otherwise provided ------------------------------------ in the Act, no Member of the Company shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Member shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative balance in its Capital Account (as defined in Section 6.1) or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company except as required by the Act or other applicable law; provided, however, that Members are responsible for their failure to make required Contributions under Section 6.2. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or Managers responsible for the liabilities of the Company.
Appears in 3 contracts
Samples: Efg Kirkwood (Afg Investment Trust D), Operating Agreement (Afg Investment Trust B), Efg Kirkwood (Afg Investment Trust C)
Limitation of Liability of Members. Except as otherwise provided ------------------------------------ in the Act, no Member of the Company shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Member shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative balance in its Capital Account (as defined in Section 6.1) or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company except as required by the Act or other applicable law; provided, however, that Members are responsible for their failure to make required Contributions under Section 6.2. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or Managers responsible for the liabilities of the Company. 2.7.
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement (Keyspan Corp), Operating Agreement (Keyspan Corp), Operating Agreement (Keyspan Corp)
Limitation of Liability of Members. Except as otherwise provided ------------------------------------ in the Act, no Member of the Company shall be obligated personally for any debt, obligation or liability of the Company or of any other future Member, whether arising in contract, tort or otherwise, solely by reason of being a Member member of the Company. Except as otherwise provided in the Act, by other applicable law or expressly in this Agreement, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Member shall be liable to the Company or any other Member member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative capital balance in its Capital Account (as defined in Section 6.13.1) or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company Company, except as required by the Act or other applicable law; provided, however, that Members are responsible for their failure to make required Contributions under Section 6.23.2. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or Managers Manager responsible for the liabilities of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ridgewood Electric Power Trust Iii), Limited Liability Company Agreement (Ridgewood Electric Power Trust Iv)
Limitation of Liability of Members. Except as otherwise provided ------------------------------------ in the Act, no Member of the Company shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Member shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Subject to Section 7.2, no Member shall have any responsibility to restore any negative balance in its Capital Account (as defined in Section 6.1) or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company except as required by the Act or other applicable law; provided, however, that Members are responsible for their failure to make required Contributions under Section 6.2. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or Managers responsible for the liabilities of the Company.
Appears in 2 contracts
Samples: Operating Agreement (Keyspan Corp), Operating Agreement (Keyspan Corp)
Limitation of Liability of Members. Except as otherwise provided ------------------------------------ in the Act, no Member of the Company shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Member shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Subject to Section 7.2, no Member shall have any responsibility to restore any negative balance in its his Capital Account (as defined in Section 6.1) or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company except as required by the Act or other applicable law; provided, however, that Members are responsible for their failure to make required Contributions under Section 6.2. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or Managers responsible for the liabilities of the Company.
Appears in 1 contract
Limitation of Liability of Members. Except as otherwise provided ------------------------------------ in the Act, no Member of the Company shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the Company, and no Member shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative balance in its Capital Account (as defined in Section 6.1) or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company except as required by the Act or other applicable law; providedPROVIDED, howeverHOWEVER, that Members are responsible for their failure to make required Capital Contributions under Section 6.2. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or Managers responsible for the liabilities of the Company.
Appears in 1 contract
Limitation of Liability of Members. Except as otherwise provided ------------------------------------ in the Act, no Member of the Company LLC shall be obligated personally for any debt, obligation or liability of the Company LLC or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the CompanyLLC. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Member shall have any fiduciary or other duty to another Member with respect to the business and affairs of the CompanyLLC, and no Member shall be liable to the Company LLC or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative balance in its Capital Account (as defined in Section 6.16.01) or to contribute to or in respect of the liabilities or obligations of the Company LLC or return distributions made by the Company LLC except as required by the Act or other applicable law; provided, however, that Members are responsible for their failure to make required Contributions under Section 6.26.02. The failure of the Company LLC to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or Managers Manager responsible for the liabilities of the CompanyLLC.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ridgewood Power Growth Fund /Nj)