Common use of Liability of Managers Clause in Contracts

Liability of Managers. A manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the Company. A manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act as a result of the willful or grossly negligent act or omission of the manager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Global Imaging Systems Inc), Limited Liability Company Agreement (Global Imaging Systems Inc), Limited Liability Company Agreement (Global Imaging Systems Inc)

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Liability of Managers. A manager Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the CompanyManager. A manager of the Company Manager shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a managerManager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act Delaware law as a result of the willful or grossly negligent act or omission of the managerManager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managersManagers, then the liability of a manager Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full fullest extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) 7.12 by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company Manager existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (CenterPoint Energy Restoration Bond Company, LLC), Limited Liability Company Agreement (CenterPoint Energy Transition Bond Co IV, LLC), Limited Liability Company Agreement (CenterPoint Energy Transition Bond CO III, LLC)

Liability of Managers. A manager Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager Manager of the Company. A manager Manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a managerManager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act Delaware law as a result of the willful or grossly negligent act or omission of the managerManager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managersManagers, then the liability of a manager Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full fullest extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) 7.12 by the Member of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (CenterPoint Energy Transition Bond CO II, LLC), Limited Liability Company Agreement (CenterPoint Energy Transition Bond CO II, LLC)

Liability of Managers. A manager Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager Manager of the Company. A manager Manager of the Company shall not be personally liable to the Company or the Member its Members for monetary damages for breach of fiduciary duty as a managerManager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act Delaware law as a result of the willful or grossly negligent act or omission of the managerManager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managersManagers, then the liability of a manager Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full fullest extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) 7.12 by the Member Members of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Reliant Energy Transition Bond Co LLC), Limited Liability Company Agreement (Reliant Energy Services Inc)

Liability of Managers. A manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the Company. A manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Delaware Act as a result of the willful or grossly negligent act or omission of the manager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Diagnostic Pathology Management Services Inc), Limited Liability Company Agreement (Diagnostic Pathology Management Services Inc)

Liability of Managers. A manager Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager Manager of the Company. A manager Manager of the Company shall not be personally liable to the Company or the Member its Members for monetary damages for breach of fiduciary duty as a managerManager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Delaware Act as a result of the willful or grossly negligent act or omission of the managerManager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managersManagers, then the liability of a manager Manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full fullest extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) 6.16 by the Member Members of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager Manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Market Hub Partners Storage Lp), Liability Company Agreement (Market Hub Partners Storage Lp)

Liability of Managers. A manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the Company. A manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act as a result of the willful or grossly negligent act or omission of the manager. If the laws of the State of Delaware New Jersey are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the amended laws of the State of DelawareNew Jersey. Any repeal or modification of this Section 7(m) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Imaging Systems Inc)

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Liability of Managers. A manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the Company. A manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act as a result of the willful or grossly negligent act or omission of the manager. If the laws of the State of Delaware New York are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the amended laws of the State of DelawareNew York. Any repeal or modification of this Section 7(m) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Imaging Systems Inc)

Liability of Managers. A manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the Company. A manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act as a result of the willful or grossly negligent act or omission of the manager. If the laws of the State of Delaware New Hampshire are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the amended laws of the State of DelawareNew Hampshire. Any repeal or modification of this Section 7(m) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Imaging Systems Inc)

Liability of Managers. A manager Manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the CompanyManager. A manager of the Company Manager shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a managerManager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act Delaware law as a result of the willful or grossly negligent act or omission of the managerManager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managersManagers, then the liability of a manager of the CompanyManager, in addition to the limitation on personal liability provided herein, shall be limited to the full fullest extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) 7.12 by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company Manager existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Atmos Energy Kansas Securitization I, LLC)

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