Scope of Members’ Authority. Except as otherwise expressly provided for 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 or the Company.
Scope of Members’ Authority. No Member shall have authority to bind or act for, or assume any obligations or responsibilities on behalf of, any other Member or the Company.
Scope of Members’ Authority. Except as otherwise expressly and specifically provided in this Agreement, no Member shall have authority to bind or act for, or assume any obligations or responsibilities on behalf of, any other Member or the Company. Neither the Company nor any Member shall be responsible or liable for any indebtedness or obligation of any other Member incurred or arising either before or after the execution of this Agreement, except as to those joint responsibilities, liabilities, indebtedness or obligations incurred after the date hereof pursuant to and as limited by the terms of this Agreement. A Member will not be personally liable for any debts or losses of the Company beyond the Member’s respective Capital Contribution and any obligation under Section 3.2 or as otherwise required by law. No Member shall have priority over any other Member either for the return of Capital Contribution or for profits, losses or distributions; provided that this Section shall not apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company. This Agreement shall not be deemed to create a partnership or other affiliation between the Members with respect to any activities whatsoever, other than activities within the purpose of the Company as specified in Section 2.4 above. Notwithstanding anything else herein to the contrary, the Company may enter into guarantees of, and may mortgage, pledge, collaterally assign and grant security interests in its assets, and provide any other financial assurances or security in respect of, any indebtedness or other obligations of its Members.
Scope of Members’ Authority. Unless otherwise expressly provided in this Agreement, no Member shall have any authority to act for, or assume any obligations or responsibility on behalf of the Company or any other Member. Nothing contained herein shall constitute the Members as partners with one another in any matter (other than for federal income tax purposes) or render any of them liable for the debts or obligations of any other Member.
Scope of Members’ Authority. Except as otherwise provided in this Agreement, none of the Members shall have any authority to act for, or to assume any obligations or responsibilities on behalf of, any other Member or the Company. No person dealing with the Members shall be required to determine their authority to make any undertaking on behalf of the Company, nor to determine any fact or circumstance bearing upon the existence of this authority.
Scope of Members’ Authority. No Member (other than the Managing Member to the extent that it is also a Member) shall have any authority to bind or act for, or assume any obligations or responsibilities on behalf of, the Company. Neither the Company nor any Member shall be responsible or liable for any indebtedness or obligation of any other Member incurred or arising either before or after the execution of this Agreement. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither any Member nor the Independent Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Independent Manager of the Company.
Scope of Members’ Authority. Each Member shall only have the authority provided herein to act for, or to assume any obligation or responsibility on behalf of, the Company.
Scope of Members’ Authority. Except as otherwise expressly and specifically provided for in this Agreement, no Member shall have the authority, acting alone, to act for or assume any obligations or responsibility on behalf of any other Member or the Company. Executive control of the Company shall reside in the Managers of the Company, as described in Article III.
Scope of Members’ Authority. Except as otherwise expressly and specifically provided in this Agreement, no Member shall have any authority to bind or act for, or assume any obligations or responsibility on behalf of the other Members or the Company. Neither the Company nor any Member shall by virtue of executing this Agreement be responsible or liable for any indebtedness or obligation of any other Member and no Member shall by virtue of executing this Agreement be responsible or liable for any indebtedness or obligation otherwise relating to the Company or the Property incurred or arising either before or after the execution of this Agreement, except as to those joint responsibilities, liabilities, indebtedness or obligations expressly assumed, in the case of the Company, by the Company or, in the case of the Members, with respect to the Company, as of the date hereof or incurred after the date hereof pursuant to and as limited by the terms of this Agreement. Nothing herein contained shall be considered to constitute any Member as the agent of any other Member, except as specifically authorized and provided for herein. Except for the authority expressly granted to the Manager in this Agreement, no Member, employee or other agent of the Company shall have any authority to bind or act for the Company or any other Member in the carrying on of their respective businesses or activities.
Scope of Members’ Authority. Except as otherwise expressly and specifically provided in this Agreement, no Member shall have any authority to bind or act for, or assume any obligations or responsibility on behalf of, the Company or any other Member. Neither the Company nor any Member shall by virtue of executing this Agreement be responsible or liable for any indebtedness or obligation of, or claim against, any other Member. Neither the Company nor BPOP shall be responsible or liable for any indebtedness or obligation of CalPERS relating to the CalPERS' Contributed Projects incurred or arising prior to the contribution of the CalPERS' Contributed Projects to the Company, except as to those -44- responsibilities, liabilities, indebtedness, or obligations expressly assumed by the Company or incurred after the date the Company acquires the CalPERS' Contributed Projects pursuant to this Agreement. Nothing herein contained shall be considered to constitute any Member as the agent of the other Member, except as specifically authorized and provided for herein.
