Limitation of Member Liability Sample Clauses
The Limitation of Member Liability clause defines the extent to which members of an organization, such as a limited liability company or association, are personally responsible for the debts and obligations of the entity. Typically, this clause states that members are not personally liable beyond their investment or agreed-upon contribution to the organization, meaning their personal assets are protected from claims against the entity. This provision is essential for encouraging participation and investment by reducing personal financial risk and ensuring that liability is limited to the amount each member has committed to the organization.
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Limitation of Member Liability. Except as may otherwise be provided in this Agreement or in any Class Designation and except as required by law, the liability of each Member in such capacity shall be limited to the amount of such Member’s Capital Contribution and pro rata share of any undistributed Profits. Except as may otherwise be provided in this Agreement or in any Class Designation and except as required by law, after the payment of all subscription proceeds for the Shares purchased by such Member, no Member shall have any further obligations to the Company, be subject to any additional assessment or be required to contribute any additional capital to, or to loan any funds to, the Company, unless otherwise agreed by the Company and the Member. No Member shall have any personal liability on account of any obligations and liabilities of, including any amounts payable by, the Company under or pursuant to, or otherwise in connection with, this Agreement or the conduct of the business of the Company solely by reason of being a member of the Company. To the fullest extent permitted by law, no Member shall have any duties (including fiduciary duties) or obligations to the Company or any other Member.
Limitation of Member Liability. The liability of each Member in such capacity shall be limited to the amount of such Member’s Capital Contribution and pro rata share of any undistributed Profits. Except as may otherwise be required by law, after the payment of all subscription proceeds for the Shares purchased by such Member, no Member shall have any further obligations to the Company, be subject to any additional assessment or be required to contribute any additional capital to, or to loan any funds to, the Company. No Member shall have any personal liability on account of any obligations and liabilities of, including any amounts payable by, the Company under or pursuant to, or otherwise in connection with, this Agreement or the conduct of the business of the Company.
Limitation of Member Liability. The Member is not liable for the debts, liabilities, or obligations incurred by CPCNH to provide the Services under this Contract.
Limitation of Member Liability. No Member shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Company by reason of being a Member, nor shall any Member be subject to any personal liability whatsoever, in tort, contract or otherwise, to any person in connection with the property or the affairs of the Company by reason of being a Member.
Limitation of Member Liability. Except as may otherwise be provided in this Agreement or in any Class Designation and except as required by law, the liability of each Member in such capacity shall be limited to the amount of such Member’s Capital Contribution and pro rata share of any undistributed Profits. Except as may otherwise be provided in this Agreement or in any Class Designation and except as required by law, after the payment of all subscription proceeds for the Shares purchased by such Member, no Member shall have any further obligations to the Company generally or any Series, be subject to any additional assessment or be required to contribute any additional capital to, or to loan any funds to, the Company generally or any Series, unless otherwise agreed by the Company or a Series and the Member. No Member shall have any personal liability on account of any obligations and liabilities of, including any amounts payable by, the Company generally or any Series under or pursuant to, or otherwise in connection with, this Agreement, the Series Agreements or the conduct of the business of the Company generally or any Series solely by reason of being a member of the Company associated with a Series. Notwithstanding any duty otherwise existing at law or in equity, to the fullest extent permitted by law, no Member shall have any duties (including fiduciary duties) or obligations to the Company generally, the Series or any other Member other than to act in accordance with this Agreement and any applicable Series Agreement; provided, that, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing.
Limitation of Member Liability. Any obligation or liability whatsoever of the Members which may arise at any time under this Agreement shall be satisfied, if at all, out of the Members’ assets only, except as expressly provided in this Agreement. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of the Members’ shareholders, partners, members, trustees, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise, except as expressly provided in this Agreement. NEITHER THE COMPANY NOR ANY SUBSIDIARY NOR ANY MEMBER SHALL BE RESPONSIBLE OR LIABLE TO ANY MEMBER, OR ANY OF THEIR RESPECTIVE AFFILIATES, FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF THE BREACH OF THIS AGREEMENT.
Limitation of Member Liability. Each Member’s liability will be limited as set forth in this Agreement, the Act and other applicable law. In addition, a Member will not be personally liable for any debts or losses of the Company beyond his respective Capital Contributions, except as provided herein or as otherwise required by law.
Limitation of Member Liability. When a Participating Dentist renders Covered Services, the Member is responsible only for the applicable Copayments. Members are responsible for the full charges for any non-Cov- ered Services they obtain. If your provider ceases to be a Participating Dentist, you will be notified in writing if you are affected. The provider is re- quired to complete any work in progress, after which you must select a new provider. Once provisions have been made for the transfer of your care, services of a former Participating Dentist are no longer covered, except as provided for in the sections entitled “Choice of Dental Provider” and “Continuity of Care by a Terminated Provider”. You will not be responsible for payment, other than Copay- ments, to a former Participating Dentist for any Covered Ser- vices you receive prior to the effective date of the transfer to a new Dental Provider.
Limitation of Member Liability. Optionee hereby agrees that in no event or circumstance shall any member of the Optionor have any personal liability under this Option Agreement. Optionor hereby agrees that in no event or circumstance shall any member of the Optionee have any personal liability under this Option Agreement.
Limitation of Member Liability. To the fullest extent permitted by law, no Member will have personal liability for any of the obligations or liabilities of the Company generally or any Series solely by reason of being a member or holder of Shares of the Company generally or being associated with or owning any Shares of any Series. To the fullest extent permitted by law, Members associated with a Series will have no personal liability for any of such Series’ obligations or liabilities solely by reason of being a Member associated with such Series, as applicable. To the fullest extent permitted by law, Members will only be liable for the debts and obligations of the Company, in their capacity as a holder of an interest in the Company with respect to the applicable Series or a member of the Company generally or associated with a Series, respectively, to the extent of their Capital Contributions and pro rata share of any of the Company’s undistributed profits, subject to the Members’ obligations to return distributions under the Act.