Common use of No Liability for Status as Member Clause in Contracts

No Liability for Status as Member. 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 have any personal liability whatsoever solely by reason of its status as a Member, whether to the Company or to any creditor of the Company, for the debts, obligations or liabilities of the Company or for any of its losses beyond the amount of such Member’s personal obligation to pay its Capital Contribution to the Company, and as otherwise set forth in the Delaware Act or under Applicable Law. Except as otherwise expressly provided in the Delaware Act, the liability of each Member for Capital Contributions shall be limited to the amount of Capital Contributions required to be made by such Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement. In no event shall any Member enter into any agreement or instrument that would create or purport to create personal liability on the part of any other Member for any debts, obligations or liabilities of the Company without the prior written consent of such other Member. Subject to the obligations of PubCo pursuant to Sections 3.02(d), 3.02(e) and 3.02(f), it is acknowledged and agreed that each of PubCo and RCAP is not obligated to pay or make any future Capital Contribution to the Company.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp)

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No Liability for Status as Member. 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 have any personal liability whatsoever solely by reason of its status as a Member, whether to the Company or to any creditor of the Company, for the debts, obligations or liabilities of the Company or for any of its losses beyond the amount of such Member’s personal obligation to pay its Capital Contribution to the Company, and as otherwise set forth in the Delaware Act or under Applicable Law. Except as otherwise expressly provided in the Delaware Act, the liability of each Member for Capital Contributions shall be limited to the amount of Capital Contributions required to be made by such Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement. In no event shall any Member enter into any agreement or instrument that would create or purport to create personal liability on the part of any other Member for any debts, obligations or liabilities of the Company without the prior written consent of such other Member. Subject to the obligations of PubCo pursuant to Sections 3.02(d), 3.02(e) and 3.02(f), it is acknowledged and agreed that each of PubCo Pubco and RCAP is not obligated to pay or make any future Capital Contribution to the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp)

No Liability for Status as Member. 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 have any personal liability whatsoever solely by reason of its status as a Member, whether to the Company or to any creditor of the Company, for the debts, obligations or liabilities of the Company or for any of its losses beyond the amount of such Member’s personal obligation to pay its Capital Contribution to the Company, and as otherwise set forth in the Delaware Act or under Applicable Law. Except as otherwise expressly provided in the Delaware Act, the liability of each Member for Capital Contributions shall be limited to the amount of Capital Contributions required to be made by such Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement. In no event shall any Member enter into any agreement or instrument that would create or purport to create personal liability on the part of any other Member for any debts, obligations or liabilities of the Company without the prior written consent of such other Member. Subject to the obligations of PubCo pursuant to Sections 3.02(d), 3.02(e) and 3.02(f), it is acknowledged and agreed that each of PubCo and RCAP is not obligated to pay or make any future Capital Contribution to the Company.. 16

Appears in 2 contracts

Samples: Limited Liability Company Agreement (RCS Capital Corp), Limited Liability Company Agreement (RCS Capital Corp)

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No Liability for Status as Member. 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 have any personal liability whatsoever solely by reason of its status as a Member, whether to the Company or to any creditor of the Company, for the debts, obligations or liabilities of the Company or for any of its losses beyond the amount of such Member’s personal obligation to pay its Capital Contribution to the Company, and as otherwise set forth in the Delaware Act or under Applicable Law. Except as otherwise expressly provided in the Delaware Act, the liability of each Member for Capital Contributions shall be limited to the amount of Capital Contributions required to be made by such Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement. In no event shall any Member enter into any agreement or instrument that would create or purport to create personal liability on the part of any other Member for any debts, obligations or liabilities of the Company without the prior written consent of such other Member. Subject to the obligations of PubCo pursuant to Sections 3.02(d3.02(b), 3.02(e) 3.02(c), and 3.02(f3.02(d), it is acknowledged and agreed that each of PubCo and RCAP is not obligated to pay or make any future Capital Contribution to the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (RCS Capital Corp)

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