EXCULPATION OF DIRECTORS. Neither any Director nor any affiliate of any Director shall be liable to the Members for any act or failure to act pursuant to this Agreement, except where such act or failure to act constitutes a breach of this Agreement, gross negligence or willful misconduct and has not been expressly authorized by the Members. The Directors shall be entitled to rely upon the advice of legal counsel, the Accounting Firm and other experts, including financial advisors, and any act of or failure to act by the Directors in good faith reliance on such advice shall in no event subject the Directors or any such other person to liability to the Company or any Member.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Iridium Communications Inc.), Limited Liability Company Agreement (Iridium Communications Inc.), Limited Liability Company Agreement (Iridium Communications Inc.)
EXCULPATION OF DIRECTORS. Neither any Director nor any affiliate Affiliate of any Director shall be liable to the Members for any act or failure to act pursuant to this Agreement, except where such act or failure to act constitutes a breach of this Agreement, gross negligence or willful misconduct and has not been expressly authorized by the Members. The Directors shall be entitled to rely upon the advice of legal counsel, the Accounting Firm independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Directors in good faith reliance on such advice shall in no event subject the Directors or any such other person to liability to the Company Company, Holdings or any Member.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Oak Street Health, Inc.), Limited Liability Company Operating Agreement (Oak Street Health, Inc.)
EXCULPATION OF DIRECTORS. Neither any Director the Directors nor any affiliate Affiliate of any Director shall be liable to the Members Shareholders for any act or failure to act pursuant to this Agreement, except where such act or failure to act constitutes a breach of this Agreement, gross negligence or willful misconduct and has not been expressly authorized by the MembersShareholders. The Directors shall be entitled to rely upon the advice of legal counsel, the Accounting Firm independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Directors in good faith reliance on such advice shall in no event subject the Directors or any such other person Person to liability to the Company or any MemberShareholder.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Clip Interactive, LLC)
