Limitation on Liability of Members. Except as otherwise contemplated herein, no Member, any Affiliate of such Member, or any officer, director, manager, member, stockholder, partner or employee of such Member, such Affiliate of such Member (collectively, “Related Persons”) shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to any other Member for any Damages asserted against, suffered or incurred by the Company or such other Member arising out of, relating to or in connection with any act or failure to act by such Related Person pursuant to this Agreement or otherwise with respect to the business and affairs of the Company except Damages resulting from acts or omissions of such Related Person which (x) were taken or omitted in bad faith or in breach of its fiduciary duties pursuant to the terms of this Agreement or (y) constituted intentional misconduct, fraud or gross negligence; provided, that the Member affiliated with such Related Person, and not the Related Person, shall be responsible for any such Damages. No Related Person shall be liable to the Company or any other Member for any action taken or omitted to be taken by any other Member. Any Related Person may consult with counsel, accountants and other professional advisors in respect of the affairs of the Company and each Related Person shall be deemed not to have acted in bad faith or to have engaged in intentional misconduct with respect to any action or failure to act and shall be fully protected and justified in so acting or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel, accountants or other professional advisors, except for actions or failures to act by such Related Person which constitute a knowing violation of law. Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. Except as otherwise expressly provided in the Act or in this Agreement, the liability of each Member hereunder shall be limited to the amount of Capital Contributions, if any, required to be made by such Member to the Company in accordance with the provisions of this Agreement, but only when and to the extent the same sha...
Limitation on 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 or otherwise have any personal recourse hereunder, whether arising in contract, tort or otherwise, solely by reason of being a Member. Except as expressly set forth 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 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 this Agreement, the Act or other applicable law; provided, however, that Members are responsible for their failure to make required Capital Contributions in accordance with Section 5.1.
Limitation on Liability of Members. To the fullest extent permitted by law, no Member of the Company shall have any liability for the obligations or liabilities of the Company.
Limitation on Liability of Members. No debt, liability, or obligation of the Corporation shall be a debt, liability, or obligation of any Member unless otherwise specified and agreed to by individual Members under a Cost Sharing Agreement or Project Contract under this Agreement.
Limitation on Liability of Members. Except as provided in the Formation Agreement or any other specific agreement between the Company and a Member, the liability of each Member to the Company shall be limited to the amount of its Capital Contribution made and required to be made pursuant to Section 8.2 (subject to the exceptions stated therein) and no Member shall have any further personal liability to contribute money to, or in respect of, the liabilities or the obligations of the Company unless it agrees in writing to make additional Capital Contributions to the Company, nor shall any Member be personally liable for any obligations of the Company, except as may be provided in the Act.
Limitation on Liability of Members. No Member shall be liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company whether that liability or obligation arises in contract, tort or otherwise by reason of being a Member. No Member shall be required to loan any funds to the Company.
Limitation on Liability of Members. Except as otherwise required by the Act or applicable law or as expressly agreed in writing, no director, officer, shareholder, partner, employee or agent of any Member shall be personally liable for the payment of any sums owing by such Member to the LLC or any other Member under the terms of this Agreement or for the performance of any other covenant or agreement of such Member contained herein.
Limitation on Liability of Members. The liability of each Member hereunder shall be limited solely to the interest of such Member in the Company. The Members agree not to seek to recover against any person or entity other than the other Members with respect to any claim or circumstance arising out of or relating to the Company or the Properties and not to seek to recover on any claim against such other Member against any asset other than such Member's interest in the Company.
Limitation on Liability of Members. Except as otherwise required by applicable law, no Member shall have any personal liability whatsoever in such Member’s capacity as a Member to any of the other Members, to the creditors of the Company or of any of its subsidiaries or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company or any of its subsidiaries. Each Member shall be liable only to make such Member’s Capital Contribution to the Company.
Limitation on Liability of Members. Except as provided in Section ---------------------------------- 12.5 hereof, upon the dissolution of the Company and the distribution of the net proceeds and assets pursuant to Section 12.3 hereof, each Member shall look solely to the Property for the return of its Capital Contributions, and if the Property remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return the full amount of the Capital Contributions of each Member, the Member shall have no recourse or claim against the Liquidator, the Manager or any Member.
