Common use of Limitation on the Member’s Liability Clause in Contracts

Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

Appears in 6 contracts

Samples: Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.), Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.), Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.)

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Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional misconduct or a knowing violation of law, (b) an unlawful distribution or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Act. The Member shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.)

Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware California Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to to: (a) intentional misconduct or a knowing violation of lawthird party for participation in tortious conduct, (b) an unlawful distribution distribution, or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware California Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware California Act. The Member shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.)

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Limitation on the Member’s Liability. The Member’s liability shall be limited as set forth in this Agreement, the Delaware Florida Act and other applicable law. Except as provided by Section 2.1.3, the Member is not liable to the Company or to any manager for any action taken, or any failure to take any action, as a member, except for liability with respect to (a) intentional willful misconduct or a knowing violation of law, (b) an unlawful distribution distribution, or (c) any transaction for which the Member received a personal benefit in violation or breach of any provision of this Agreement. If the Delaware Florida Act is hereafter amended to authorize the further elimination or limitation of the liability of members, then the liability of the Member, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware Florida Act. The Member shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data prepared or presented by: (i) any one or more officers or employees of the Company or its affiliates whom the Member reasonably believes to be reliable and competent in the matter presented, or (ii) legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the person’s professional or expert competence.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Physician Sales & Service, Inc.)

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