Common use of Limited Liability of Members Clause in Contracts

Limited Liability of Members. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company or a Series, as applicable, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company or such Series, as applicable, and neither the Members nor the Manager shall be obligated personally for any such debt, obligation or liability of the Company or the Series solely by reason of being a member or manager of the Company or such Series. No Member is liable personally: (a) for any of the debts of any Series other than if, and to the extent, that Member has allocated capital to that Series, or (b) for any losses of any Series beyond the amount contributed by such Member to that Series, plus such Member’s share of the undistributed Net Profits and Net Losses of that Series; except that when a Member has received a distribution from a Series, the Member will be liable to return such amount to the Series to the extent that, immediately after giving effect to the distribution, the liabilities of the Series, other than to Members on account of their interests in the Series and those as to which recourse of creditors is limited to Series Holdings, exceed the fair value of the Series Holdings (other than those assets subject to liabilities as to which recourse of creditors is so limited, to the extent of such liabilities). No Member will be liable for the debts, liabilities, contracts or other obligations of a Series described in the preceding clause, except as may be required by applicable law.