Relationship of Members. Except as otherwise expressly and specifically provided in or as authorized pursuant to the Certificate or this Operating Agreement, (a) in the event that any Member (or any of such Member’s shareholders, partners, members, owners, or Affiliates (collectively, the “Liable Member”)) has incurred any indebtedness or obligation prior to the date of this Agreement that relates to or otherwise affects the Company, neither the Company nor any other Member shall have any liability or responsibility for or with respect to such indebtedness or obligation unless such indebtedness or obligation is assumed by the Company pursuant to this Operating Agreement or a written instrument signed by all Members; (b) neither the Company nor any Member shall be responsible or liable for any indebtedness or obligation that is incurred after the date of this Agreement by any Liable Member, and in the event that a Liable Member, whether prior to or after the date hereof, incurs (or has incurred) any debt or obligation that neither the Company nor any of the other Members is to have any responsibility or liability for, the Liable Member shall indemnify and hold harmless the Company and the other Members from any liability or obligation they may incur in respect thereof; (c) nothing contained herein shall render any Member personally liable for any debts, obligations or liabilities incurred by the other Members or the Company whether arising in contract, tort or otherwise or for the acts or omissions of any other Member, Manager, agent or employee of the Company; (d) no Member shall be constituted an agent of the other Members or the Company; (e) nothing contained herein shall create any interest on the part of any Member in the business or other assets of the other Members; (f) nothing contained herein shall be deemed to restrict or limit in any way the carrying on of separate businesses or activities by any Member now or in the future, even if such businesses or activities are competitive with the Company; and (g) no Member shall have any authority to act for, or to assume any obligation on behalf of, the other Members or the Company.
Relationship of Members. Each Member agrees that, to the fullest extent permitted by Section 18-1101 and other provisions of the Delaware Act and except to the extent expressly stated in this Agreement or in any other agreement to which a Member is a party:
(a) Except as expressly provided in this Agreement, no Member shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Member, the Company or to act as the agent, representative or attorney-in-fact for any other Member.
(b) Except as expressly provided herein, any consent, approval, determination or other action by a Member shall be given or taken in the sole and absolute discretion of that Member in its own best interests and without regard to the best interests of another Member, the Company or the financial, tax or other effect on another Member or the Company. Each Member acknowledges and agrees that (i) to the extent a Member is acting or proposing to act on behalf of the Company, such Member shall be acting in the capacity as a fiduciary of the Company and the other Members (subject to the provisions of Section 6.5) and (ii) to the extent a Member is determining whether to initiate or approve a Major Decision, such Member is entitled to act in a manner deemed by such Member to be in its own best interest.
Relationship of Members. The Members agree that no Member shall be responsible or liable, in whole or in part, for the acts of the Land Bank, or the employees, agents, and servants of the Land Bank, or any other Member acting separately or in conjunction with the implementation of this Agreement. The Members shall only be bound and obligated under this Agreement as expressly agreed to by each Member. No Members may obligate any other Member. No member shall be obligated or liable for any debt, obligation, or liability of the Land Bank.
Relationship of Members. (1) Except as far as otherwise provided by this Law or any other law, the mutual rights and duties of the Members of a Limited Liability Partnership, and the mutual rights and duties of a Limited Liability Partnership and its Members, shall be governed by the Limited Liability Partnership Agreement.
Relationship of Members. Except as provided herein, nothing herein contained shall be construed to constitute any member hereof the agent of any other member hereof or to limit in any manner any member in the carrying on of their own respective businesses or activities.
Relationship of Members. The Members and the Manager intend and agree that the LLC is and shall be an “Affiliate” of Theravance within the meaning of the GSK Agreements, and this Agreement shall be interpreted accordingly.
Relationship of Members. The Members agree that no Member shall be responsible, in whole or in part, for the acts of the employees, agents and servants of any other Member, whether acting separately or in conjunction with the implementation of this Amended and Restated Agreement. The Members shall only be bound and obligated under this Amended and Restated Agreement as expressly agreed to by each Member. No Member may obligate any other Member.
Relationship of Members. Each Member agrees that, to the fullest extent permitted by the Act and except to the extent expressly stated in this Agreement or in any other agreement to which each Member is a party:
(a) No Member shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Member, the Company, or the Project LLC.
(b) Any consent, approval, determination or other action by a Member shall be given or taken in the sole and absolute discretion of that Member in its own best interests and without regard to the best interests of another Member or the Company or the financial, tax or other effect on another Member or the Company; provided, however, the forgoing shall not authorize any Member to engage in intentional misconduct, commit a knowing violation of law or engage in conduct in violation of the terms of this Agreement.
(c) No Member is authorized to act as the agent, representative or attorney-in-fact for any other Member.
Relationship of Members. Except as otherwise expressly and specifically provided in or as authorized pursuant to this Agreement:
(a) nothing contained herein shall render any Member personally liable for any debts, obligations or liabilities incurred by the other Members or DFP whether arising in contract, tort or otherwise or for the acts or omissions of any other Member, agent or employee of DFP, except as expressly required by the Act;
(b) no Member shall be constituted an agent of the other Members or DFP;
(c) nothing contained herein shall create any interest on the part of any Member in the business or other assets of the other Members; and
(d) no Member shall have any authority to act for, or to assume any obligation on behalf of, the other Members or DFP.
Relationship of Members. Each Member agrees that, to the fullest extent permitted by the Delaware Act and except to the extent expressly stated in this Agreement or in any other agreement to which each Member is a party:
6.1.1 No Member shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Member or the Company.
6.1.2 Any consent, approval, determination or other action by a Member shall be given or taken in the discretion of that Member in its own best interests and without regard to the best interests of another Member or the Company or the financial, tax or other effect on another Member or the Company.
6.1.3 No Member is authorized to act as the agent, representative or attorney-in-fact for any other Member.
