Liability to the Company Sample Clauses

Liability to the Company. To the greatest extent permitted by law, neither the Manager nor any director, officer, agent, employee, or owner of the Manager shall be liable, responsible, or accountable in damages or otherwise to the Company or any Member for any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith.

Liability to the Company. To the greatest extent permitted by law, neither the Manager nor any director, officer, agent, employee, or owner of the Manager shall be liable, responsible, or accountable in damages or otherwise to the Company or any Member for any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Manager shall not have any duties or liabilities, including fiduciary duties, to the Company or any Member, and all such duties or liabilities are hereby irrevocably expressly disclaimed and eliminated except to the extent expressly provided in this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify or eliminate the duties and liabilities, including fiduciary duties, of the Manager otherwise existing at law or in equity, are agreed by the Members to replace any such other duties or liabilities of the Manager.

Liability to the Company. No Member or Manager nor any employee or agent of a Member or a Manager, nor any employee of the Company shall be liable, responsible or accountable in damages or otherwise to the Company by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person or entity’s gross negligence, willful misconduct or bad faith. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.2 shall not be construed so as to relieve (or attempt to relieve) any such person or entity of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.2 to the fullest extent permitted by law.

Liability to the Company. The Member shall not be liable to the Company in damages for any action that the Member takes or fails to take in such capacity, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that such action or failure to act was undertaken with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company.

Liability to the Company. To the greatest extent permitted by law, none of the Manager, Officers, or their Affiliates, or any director, manager, officer, agent, employee, or owner of the Manager, or its Affiliates (herein the “Covered Parties”) shall be liable, responsible, or accountable to the Company or any Member for losses, proceedings, investigations, claims, damages, liabilities, judgments, demands or expenses of any kind or nature whatsoever (including without limitation legal fees (one or more, “Damages”) arising from any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager or Officers by or pursuant to this Agreement or by law unless such act or omission is determined by a court of competent jurisdiction to have been primarily attributable to such Person’s (i) fraud, gross negligence, bad faith, or willful misconduct and (ii) was not believed by such Person to be in the best interest of the Company.

Liability to the Company. An Economic Interest Owner who rightfully receives the return in whole or in part of a Capital Contribution, as defined in the Act, may be liable to the Company for the return of the contribution, but only to the extent now or hereafter provided by the Act.

Liability to the Company. An economic interest owner who rightly receives the return in whole or in part of a capital contribution, as defined in the Act, may be liable to the Company for the return of the contribution, but only to the extent now or after this provided by the Act. Any unresolved dispute or controversy arising under or in connection with this Agreement shall be resolved through binding arbitration administered by the Judicial Arbitrator Group (JAG), and, except as expressly determined in this Agreement, must be carried out in accordance with the Commercial Arbitration Rules of the JAG, as such rules may be amended from time to time (the Rules). The hearing venues will be Denver, Colorado. The arbitrator or arbitrators (the Arbitrators) will be selected according to the Rules. The Arbiters' decision (the Decision) will be binding, and the ruling party may enforce the Decision in any court of competent jurisdiction. The parties will use their best efforts to cooperated with each other so that the arbitration is kept as efficient and expediting a manner as feasible, including but not limited to providing such documents and making available to such a staff as the Arbiters may request, so that the decision can be reached on time. The authority of the Arbiters will be limited to decisive liability for, and the proper amount of, a claim, and the Arbiters will have no authority to award punitive damages. The Arbitrators must have such powers and establish such procedures provided for in the Rules, as long as such powers and procedures are in accordance with this Agreement and are required to resolve the arbitrated dispute within the periods specified in this Agreement. Notwithstanding the above, the Arbiters will allocate reasonable attorney's fees and costs to the ruling party. The Arbitrators will make a decision within days after being appointed to serve as Arbitrator unless the parties otherwise agree in whether the Arbiters make a finding that a party carried the burden for showing good reason for a longer period of time, such as obtaining the necessary documentation and other reasonable discovery.