Common use of Limited Liability of the Manager and Officers Clause in Contracts

Limited Liability of the Manager and Officers. The liability of the Manager and officers shall be eliminated and limited to the greater of (A) the maximum extent permitted by LLC Law, or (B) as set forth in Section 3.4 hereof. Without limiting the foregoing, and except as set forth in the immediately following sentence, no Manager or officer shall be liable to the Company or its Member for monetary damages for breach of fiduciary duty as a Manager or officer or otherwise liable, responsible or accountable to the Company or its Member for monetary damages or otherwise for any acts performed, or for any failure to act. Notwithstanding the foregoing, nothing in this Agreement shall eliminate or limit the liability of a Manager or officer for monetary damages (i) for any breach of the Manager’s or officer’s duty of loyalty to the Company or its Member, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law by the Manager or officer, or (iii) for any transaction from which the Manager or officer received any improper personal benefit.