Common use of Limitation of Liability of Members Clause in Contracts

Limitation of Liability of Members. Except as otherwise provided in the Act, no Member of the Fund shall be obligated personally beyond the amount of his Capital Contribution for any debt, obligation or liability of the Fund, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Fund. No Member shall be liable to the Fund or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative balance in his Capital Account or to contribute to or in respect of the liabilities or obligations of the Fund or return distributions made by the Fund except as required by the Act or other applicable law. The failure of the Fund 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 Investment Manager responsible for the liabilities of the Fund. Notwithstanding the foregoing, a Member will be liable to the Company for any distributions made to it, if, after such distribution, the outstanding liabilities of the Company (other than liabilities to Members on account of their interests in the Company and liabilities for which the recourse of creditors is limited to specific Company property) exceed the fair value of the Company's assets (provided that the fair value of Company property that secures recourse liability shall be included only to the extent its fair value exceeds such liability) and the Member had knowledge of this fact at the time the distribution was received.

Limitation of Liability of Members. Except as otherwise provided in the Act, no Member of the Fund shall be obligated personally beyond the amount of his Capital Contribution for any debt, obligation or liability of the Fund, whether arising in contract, tort or otherwise, solely by reason of being a Member of the Fund. No Member shall be liable to the Fund or any other Member for acting in good faith reliance upon the provisions of this Agreement. No Member shall have any responsibility to restore any negative balance in his Capital Account or to contribute to or in respect of the liabilities or obligations of the Fund or return distributions made by the Fund except as required by the Act or other applicable law. The failure of the Fund 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 Investment Manager responsible for the liabilities of the Fund. Notwithstanding the foregoing, a Member will be liable to the Company for any distributions made to it, if, after such distribution, the outstanding liabilities of the Company (other than liabilities to Members on account of their interests in the Company and liabilities for which the recourse of creditors is limited to specific Company property) exceed the fair value of the Company's assets (provided that the fair value of Company property that secures recourse liability shall be included only to the extent its fair value exceeds such liability) and the Member had knowledge of this fact at the time the distribution was received.