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. (a) To the fullest extent permitted under the Act and any other Law, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. No Member shall take, or cause to be taken, any action that would result in any other Member’s having any personal liability for the obligations of the Company. In no event will any Member, including any Class A Member in its capacity as the Managing Member or any of its, the Company’s, or any of their respective subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, agents, or employees be liable under this Agreement to the Company or any other Member for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable, except if in any such case such damages relate to, arise out of or in any way relate to any breach of this Agreement and are in the form of diminution in value (it being understood that any change in the market price of the NEP Common Units shall not in and of itself constitute diminution in value damages) or are payable to a third party in connection with any third-party Claims.
(b) Except as otherwise expressly provided herein, no Member will be required to make any additional contributions beyond its Effective Date Capital Contributions that have been made as of the Effective Date. To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing personal liability on the Members for liabilities of the Company.
Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any Member shall take, or cause to be taken, any action that would result in the Manager’s or any Member’s having any personal liability for the obligations of the Company. In no event will the Manager, any Member, or any of its, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable.
(b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, (i) with respect to the XXXX Member, its Initial Capital Contribution made (or deemed to be made) on the Effective Date and (ii) with respect to the NEP CEPF Member, its Initial Capital Contribution made (or deemed to be made) on the CEPF Closing Date, as set forth in Section 4.03(c). To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing personal liability on the Members for liabilities of the Company.
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
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. No Member shall be liable for any debts, liabilities, contracts or obligations of the Company. A Member shall be liable to the Company only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Member shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Company.
