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. 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 4 contracts
Samples: Operating and Joint Venture Agreement (Afg Investment Trust D), Operating and Joint Venture Agreement (Afg Investment Trust C), Operating and Joint Venture Agreement (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. Subject to Section 7.2, no 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: Operating Agreement (Afg Investment Trust D), Operating Agreement (Afg Investment Trust C), Operating Agreement (Afg Investment Trust B)
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. 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 -------- ------- 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 and Joint Venture Agreement (Semele Group Inc), Operating and Joint Venture Agreement (Semele Group Inc)
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. Subject to Section 7.2, no 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 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. Subject to Section 7.2, no No Member shall have any responsibility to restore any negative balance in its Capital Account except as required in Section 6.1 (as such term is defined in Section 6.1therein) 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. Except to the extent contemplated by this Agreement, no Member shall be obligated to the Company. 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 1 contract
Samples: Operating Agreement
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 or Manager of the CompanyLLC. Except as otherwise provided in the Act, by law or expressly in this Agreement, no Member (including any Manager) shall have any fiduciary or other duty to another Member with respect to the business and affairs of the CompanyLLC, and no Member (including any Manager) shall be liable to the Company LLC or any other Member for acting in good faith reliance upon the provisions of this Agreement. Subject to Section 7.2, no No Member (including any Manager) 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; providedPROVIDED, howeverHOWEVER, 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 it 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 CompanyLLC.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Boston Properties Inc)
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. Subject to Section 7.2, no No Member shall have any responsibility to restore any negative balance in its Capital Account (as defined in Section 6.15.01) 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 (i) Members -------- ------- are responsible for their failure to make required Contributions under Section 6.25.02, and (ii) the Members must maintain Capital Account balances in accordance with Section 5.01. 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 responsible for the liabilities of the CompanyLLC.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Synagro Technologies Inc)