Limitation on Liability of Manager. No Manager of the Company shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided that nothing contained herein shall eliminate or limit the liability of a Manager: (a) for any breach of the Manager’s duty of loyalty to the Company or its Members; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; and (c) for any transaction from which the Manager derived an improper personal benefit.
Appears in 9 contracts
Samples: Operating Agreement (Chaparral CO2, L.L.C.), Agreement and Plan of Merger (Chaparral Energy, Inc.), Operating Agreement (Chaparral CO2, L.L.C.)
Limitation on Liability of Manager. No Person serving as Manager of the Company shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided provided, however, that nothing contained herein shall eliminate or limit the liability of a Manager: such Person (ai) for any breach of the Manager’s 's duty of loyalty to the Company or its Members; Company, (bii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; and law and, (ciii) for any transaction from which the Manager derived an improper personal benefit.
Appears in 2 contracts
Samples: Operating Agreement (Public Service Co of Oklahoma), Operating Agreement (Public Service Co of Oklahoma)
Limitation on Liability of Manager. No Manager of the Company shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided that nothing contained herein shall eliminate or limit the liability of a Manager: (a) for any breach of the Manager’s 's duty of loyalty to the Company or its Members; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; and (c) for any transaction from which the Manager derived an improper personal benefit.
Appears in 1 contract
Limitation on Liability of Manager. No Manager of the Company shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided provided, however, that nothing contained herein shall eliminate or limit the liability of a Manager: Manager (ai) for any breach of the Manager’s duty of loyalty to the Company or its Members; , (bii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; law and (ciii) for any transaction transactions from which the Manager derived an improper personal benefit.
Appears in 1 contract
