Xxxxxxx Liability of Members. (a)Except as otherwise specifically provided by the Act, 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 the Manager nor any Member shall be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a manager or member of the Company. In addition, except as otherwise specifically provided herein, in no event shall any Member, by reason of its admission as a member of the Company, be obligated to fund any amount beyond the Initial Capital Contribution actually made by it pursuant to Section 5.1.1 and any Additional Capital Contribution actually made by it pursuant to Section 5.1.2 or be obligated to restore any negative Capital Account balance to the Company, whether before or after liquidation of the Company under Section 9.2 whether or not any Member has a positive Capital Account.
Xxxxxxx Liability of Members. Except as otherwise provided in the Act, no Member shall be obligated personally for any debt, obligation or liability of the Company or of any other Member, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Company. No Member shall be liable to the Company or any other Member for acting in good faith reliance upon the provisions of this Agreement. Subject to Article IV, no Member shall have any responsibility to restore any negative balance in its Capital Account or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for making its Members or the Managing Member responsible for the liabilities of the Company. Without limiting the generality of the foregoing, each Member hereby acknowledges that (i) as set forth in Section 3.10 of the Series C Preferred Stock Purchase Agreement, it is not relying on the Managing Member in making its investment decision to invest in ABC; (ii) it agrees that the Managing Member shall not be liable to it for any information or statements concerning ABC; and (iii) as set forth in Section 3.13 of the Series C Preferred Stock Purchase Agreement it has sufficient experience to fend for itself and to evaluate the merits and risks of the investment in Shares of the Series C Preferred Stock. Each Member further acknowledges it has been offered the opportunity to make inquiries of ABC directly, ask questions, review documents, financial information and other due diligence items including the Disclosure Schedule provided by ABC and has consulted its own attorneys, accountants, financial advisers and other agents and affiliates in reaching its investment decision.
