Limitation on Liability of Manager. Provided that it has acted in good faith, and not directly contrary to any express prohibitions contained in this Limited Liability Company Agreement, the Manager shall not be liable to the Company or the Members for any mistakes in judgment or for any failure to perform any of its obligations hereunder, or for any loss due to such mistake or failure to perform, or due to the negligence, dishonesty, fraud or bad faith of any other Person, including any other Member, employee, agent or independent contractor of the Company or the Manager or any other Person with whom the Company or the Manager transacts business.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Accentia Biopharmaceuticals Inc), Limited Liability Company Agreement (Biovest International Inc)
Limitation on Liability of Manager. Provided that it has acted in good faith, and not directly contrary to any express prohibitions contained in this Limited Liability Company Agreement, the The Manager shall not be liable liable, responsible, or accountable to the Company or to the Members Unit Holders in damages or otherwise for any mistakes acts performed or omitted in judgment good faith by the Manager believed reasonably and in good faith by such Manager to be within the scope of the authority conferred upon the Manager by this Agreement or by law, except for any failure to perform any acts or omissions of its obligations hereunderbad faith, gross negligence, willful malfeasance, or for any loss due to such mistake or failure to perform, or due to the negligence, dishonesty, fraud or bad faith of any other Person, including any other Member, employee, agent or independent contractor of the Company or the Manager or any other Person with whom the Company or the Manager transacts businessfraud.
Appears in 1 contract
Samples: Operating Agreement
Limitation on Liability of Manager. Provided that it has acted in good faith, and not directly contrary to any express prohibitions contained in this Limited Liability Company Agreement, the Manager shall not be liable to the Company or the Members for any mistakes in judgment or for any failure to perform any of its obligations hereunder, or for any loss due to such mistake or failure to perform, or due to the negligence, dishonesty, fraud or bad faith of any other Person, including any other Member, employee, agent or independent contractor of the Company or the Manager or any other Person with whom the Company or the Manager transacts business.. Section 2.04
Appears in 1 contract
Samples: Limited Liability Company Agreement
Limitation on Liability of Manager. Provided that it has acted in good faith, and not directly contrary to any express prohibitions contained in this Limited Liability Company Agreement, the Manager shall not be liable to the Company or the Members Member for any mistakes in judgment or for any failure to perform any of its obligations hereunder, or for any loss due to such mistake or failure to perform, or due to the negligence, dishonesty, fraud or bad faith of any other Person, including any other Member, employee, agent or independent contractor of the Company or the Manager or any other Person with whom the Company or the Manager transacts business.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Biovest International Inc)