Personal Liability of Members Sample Clauses

Personal Liability of Members. No Member shall have any personal liability for the liabilities or obligations of the Company, except to the extent of the capital contributions made or required to be made by such Member to the Company in accordance with the terms of this Agreement.
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Personal Liability of Members. Legal proceedings by a third party against individual members of advisory bodies are very exceptional. A member may be personally liable if he or she makes a fraudulent or negligent statement which results in a loss to a third party; or may commit a breach of confidence under common law or a criminal offence under insider dealing legislation, if he or she misuses information gained through their position. However, the Government has indicated that an individual member who has acted honestly and in good faith will not have to meet out of his or her own personal resources any personal civil liability which is incurred in the execution or purported execution of his or her function on the committee, save where the person has acted recklessly. Members who need further advice should consult the secretariat.
Sample 1
Personal Liability of Members. MANAGERS AND OFFICERS; INDEMNIFICATION 5 7.1 Limitation of Liability 5 7.2 Standard of Care 5 7.3 Indemnification 5 7.4 Contract Right; Expenses 6 7.5 Indemnification of Employees and Agents 6 7.6 Nonexclusive Right 6 7.7 Severability 6 7.8 Insurance 6 ARTICLE VIII VOTING BY THE MEMBER; TRANSFERS 6 8.1 Voting Rights 6 8.2 Transfers 7 ARTICLE IX CONTRIBUTIONS TO THE COMPANY AND DISTRIBUTIONS AND PERCENTAGE INTERESTS 7 9.1 Initial Capital Contributions 7 9.2 Additional Capital Contributions 7 9.3 Percentage Interests 7 9.4 Distributions 7 9.5 Interest on and Return of Capital Contributions 7 9.6 Loans to Company 7 ARTICLE X DISSOLUTION AND TERMINATION 7 10.1 Dissolution 7 10.2 Winding Up 8 10.3 Distribution of Assets Upon Winding Up 8 10.4 Certificate of Cancellation 8 ARTICLE XI MISCELLANEOUS PROVISIONS 8 11.1 Notices 8 11.2 Application of Delaware Law 8 11.3 Amendment 8 11.4 Execution of Additional Instruments 8 11.5 Construction 8 11.6 Headings 8 11.7 Waivers 9 11.8 Rights and Remedies Cumulative 9 11.9 Severability 9 11.10 Successors and Assigns 9 11.11 Creditors 9 THIS OPERATING AGREEMENT (the “Operating Agreement”) is made and entered into as of February 2, 2010, by WORLD-WIDE VENTURES CORPORATION, a Delaware corporation (“World-Wide”), and KOPPERS VENTURES LLC, a Delaware limited liability company (the “Company”).
Sample 1

Related to Personal Liability of Members

  • Personal Liability of Shareholders As provided by applicable law, no Shareholder of the Trust shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Trust or any Portfolio (or Class) thereof. Neither the Trust nor the Trustees, nor any officer, employee, or agent of the Trust shall have any power to bind personally any Shareholder or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise. The Shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same limitation of personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit. Every note, bond, contract or other undertaking issued by or on behalf of the Trust or the Trustees relating to the Trust or to any Portfolio shall include a recitation limiting the obligation represented thereby to the Trust and its assets or to one or more Portfolios and the assets belonging thereto (but the omission of such a recitation shall not operate to bind any Shareholder or Trustee of the Trust or otherwise limit any benefits set forth in the Delaware Act that may be applicable to such Persons).

  • Personal Liability 14.1 In the case of a Fund organized as a Massachusetts business trust, a copy of the Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund; provided, however, that the Declaration of Trust of the Fund provides that the assets of a particular Series of the Fund shall under no circumstances be charged with liabilities attributable to any other Series of the Fund and that all persons extending credit to, or contracting with or having any claim against, a particular Series of the Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim.

  • Coverage E – Personal Liability Coverage E does not apply to:

  • No Personal Liability No officer, agent or employee of the City shall be personally responsible for any liability arising under this Agreement, whether expressed or implied, nor for any statement or representation made or in any connection with this Agreement.

  • Liability of Members The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • NO PERSONAL LIABILITY CONFERRED This Agreement shall not create or permit any personal liability or obligation on the part of any officer, director, partner, employee or shareholder of the Operating Partnership or the Contributor.

  • Limitation on Personal Liability All parties to this Agreement acknowledge and agree that the Trust is a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets held with respect to such series only, and not against the assets of the Trust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing.

  • Limits on Personal Liability (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and Xxxxxx's only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by Xxxxxx as a result of the occurrence of any of the following events: (i) Xxxxxxxx fails to pay to Lender upon demand after an Event of Default all Rents to which Xxxxxx is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) Xxxxxxxx fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, Xxxxxxxx will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by Xxxxxx in connection with the collection of any amount for which Xxxxxxxx is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of Xxxxxxxx's books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which Xxxxxxxx has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by Xxxxxx. (g) To the extent that Xxxxxxxx has personal liability under this Section 9, Lender may exercise its rights against Xxxxxxxx personally without regard to whether Xxxxxx has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

  • No Personal Liability of Shareholders, Trustees, etc No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

  • Waiver of Personal Liability No member, officer, agent or employee of the Issuer or any of its program participants or any director, officer, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal (or redemption price) or interest on the Bonds or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement; but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Loan Agreement.

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