Common use of Limitation of Member Liability Clause in Contracts

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.