Common use of The Non-Managing Members Clause in Contracts

The Non-Managing Members. expressly acknowledge that the Corporate Manager is acting on behalf of the Company and the Corporate Manager’s shareholders collectively, that the Corporate Manager is under no obligation to consider the separate interests of the Non- Managing Members (including, without limitation, the tax consequences to Non-Managing Members or the tax consequences of some, but not all, of the Non-Managing Members) in deciding whether to cause the Company to take (or decline to take) any actions. In the event of a conflict between the interests of the shareholders of the Corporate Manager on one hand and the Non-Managing Members on the other, the Corporate Manager shall endeavor in good faith to resolve the conflict. The Corporate Manager shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not obtained by Non-Managing Members in connection with such decisions, provided that the Corporate Manager has acted in good faith.

Appears in 3 contracts

Samples: Exchange Agreement, Exchange Agreement, Operating Agreement

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The Non-Managing Members. expressly acknowledge that the Corporate Manager is acting on behalf of the Company and the Corporate Manager’s 's shareholders collectively, that the Corporate Manager is under no obligation to consider the separate interests of the Non- Non-Managing Members (including, without limitation, the tax consequences to Non-Managing Members or the tax consequences of some, but not all, of the Non-Managing Members) in deciding whether to cause the Company to take (or decline to take) any actions. In the event of a conflict between the interests of the shareholders of the Corporate Manager on one hand and the Non-Managing Members on the other, the Corporate Manager shall endeavor in good faith to resolve the conflict. The Corporate Manager shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not obtained derived by Non-Managing Members in connection with such decisions, provided that the Corporate Manager has acted in good faith.

Appears in 2 contracts

Samples: Operating Agreement (Wisconsin Public Service Corp), Operating Agreement (Alliant Energy Corp)

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