Liability of the Members and Committee Members. So long as each Member (whether in its capacity as a Member, or if applicable, as a Committee Member or other expressly authorized agent of the Company) and Committee Member acts in good faith with respect to the conduct of the business and affairs of the Company, and in the manner in which it reasonably believes to be in the best interests of the Company or otherwise in accordance with the provisions of this Agreement, neither such Member nor any such Committee Member shall be liable or accountable to the Company or to any of the Members in damages or otherwise for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing or suffer to be done in connection with the business and affairs of the Company, except in the case of (i) such Person's willful misconduct or gross negligence, (ii) actions taken by any such Person in violation of this Agreement, (iii) the receipt by any such Person of a financial benefit to which it is not entitled pursuant to this Agreement, (iv) any vote by such Person to approve a distribution to the Members of funds of the Company in violation of this Agreement or the Act or (v) any actions which are governed by the Equityholders Agreement, in which case the provisions of the Equityholders Agreement shall apply. A Member who knowingly receives a distribution made by the Company which is either in violation of this Agreement or when the Company is Insolvent, is liable to the Company for repayment of the distribution.
Liability of the Members and Committee Members. So long as each Member (whether in its capacity as a Member, or if applicable, as Operator or other expressly authorized agent of the Company) and Committee Member acts in good faith with respect to the conduct of the business and affairs of the Company, and in the manner in which it reasonably believes to be in the best interests of the Company or otherwise in accordance with the provisions of this Agreement, neither Member nor any such Committee Member shall be liable or accountable to the Company or to any of the Members in damages or otherwise for any error of judgment, for any mistake of fact or of law, or for any other act or thing which it may do or refrain from doing or suffer to be done in connection with the business and affairs of the Company, except in the case of (i) such Person s willful misconduct or gross negligence, (ii) actions taken by any such Person in violation of this Agreement, (iii) the receipt by any such Person of a financial benefit to which it is not entitled pursuant to this Agreement or (iv) any vote by such Person to approve a distribution to the Members of funds of the Company in violation of this Agreement or the Act. 3.11
