Common use of Limitation on Liability of Members Clause in Contracts

Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any Member shall take, or cause to be taken, any action that would result in the Manager’s or any Member’s having any personal liability for the obligations of the Company. In no event will the Manager, any Member, or any of its, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, (i) with respect to the ▇▇▇▇ Member, its Initial Capital Contribution made (or deemed to be made) on the Effective Date and (ii) with respect to the NEP CEPF Member, its Initial Capital Contribution made (or deemed to be made) on the CEPF Closing Date, as set forth in Section 4.03(c). To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing personal liability on the Members for liabilities of the Company.

Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any No Member shall take, or cause to be taken, any action that would result in the Manager’s or any other Member’s having any personal liability for the obligations of the Company. In no event will shall any Member or the Manager, any Member, Manager or any of itsthe Members’, the Manager’s, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, (i) with respect to the ▇▇▇▇ Member, its Initial Capital Contribution made (or deemed to be made) on the Effective Date and (ii) with respect to the NEP CEPF Member, its Initial Capital Contribution made (or deemed to be made) on the CEPF Closing Date, as set forth in Section 4.03(c)Contribution. To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

Limitation on Liability of Members. (a) To the fullest extent permitted under the ActAct and any other Law, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, creditors or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any No Member shall take, or cause to be taken, any action that would result in the Manager’s or any other Member’s having any personal liability for the obligations of the Company. In no event will the Manager, any Member, including any Class A Member in its capacity as the Managing Member or any of its, the Company’s, or any of their respective Subsidiariessubsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representativesagents, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable, except if in any such case such damages relate to, arise out of or in any way relate to any breach of this Agreement and are in the form of diminution in value (it being understood that any change in the market price of the NEP Common Units shall not in and of itself constitute diminution in value damages) or are payable to a third party in connection with any third party Claims. (b) Except as otherwise expressly provided herein, no No Member will be required to restore a deficit balance in its Capital Account. No Member will be required to make any additional contributions beyond its Effective Date Capital Contribution other than, (i) with respect to the ▇▇▇▇ Member, its Initial Capital Contribution Contributions that have been made (or deemed to be made) on as of the Effective Date and (ii) with respect to the NEP CEPF Member, its Initial Capital Contribution made (or deemed to be made) on the CEPF Closing Date, as set forth in Section 4.03(c). To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing personal liability on the Members for liabilities of the Company.

Limitation on Liability of Members. (a) To Each Member's liability shall be limited as set forth in the fullest extent permitted under Act and other Applicable Laws. Except as otherwise required by the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or obligations and liabilities of the Company, whether arising in contract, tort, tort or otherwise, which will shall be solely the debts, obligations, expenses, or obligations and liabilities solely of the Company. All Persons dealing with , and the Members of the Company shall have recourse solely to the assets not be obligated personally for any of the Company for the payment of such debts, obligations, expenses, obligations or liabilities solely by reason of the Company. Neither the Manager nor any being a Member shall take, or cause to be taken, any action that would result in the Manager’s or any Member’s having any personal liability for the obligations of the Company. In no event will shall any Member or the Manager, any Member, or any of its, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees Manager be liable under this Agreement to another Member for any lost profits of, or any consequential, punitive, special or incidental damages incurred by, such Member arising from a breach of this Agreement; provided, that this Section 3.6(a) shall in no way limit any such liability of a Member or the Manager to the Company, any of its Subsidiaries or another Member under any other Transaction Document or for gross negligence, fraud or willful misconduct. (b) Each Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or otherwise) statements presented to the Company by any other Person who is a Member, the Manager or any officer or employee of the Company, or by any other individual as to matters such Covered Person reasonably believe are within such other individual's professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other Member facts pertinent to the existence and amount of assets from which distribution to the Members might properly be paid. (c) To the extent that, at law or in equity, a Member, in its capacity as a member (or their respective Affiliatesmanager) of the Company or otherwise, officershas duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member or other Person bound by this Agreement, directorssuch Member, membersacting under this Agreement shall not be liable to the Company or to any Member or other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement; provided, managersthat this Section 3.6(c) shall not be construed to limit obligations or liabilities therefor, stockholders, partners, principals, Representativesin each case as expressly stated in this Agreement or any other Transaction Document, or employeesin the event of gross negligence, fraud or willful misconduct. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, in its capacity as a member (or manager) of the Company or otherwise, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Member. (d) No Member, in its capacity as a Member, Managing Member or Manager, shall have any liability for any breach of contract (except as provided in (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, (i) with respect to the ▇▇▇▇ Member, its Initial Capital Contribution made (or deemed to be made) on the Effective Date and (ii) with respect below) or breach of duties (including fiduciary duties) of a member or manager to the NEP CEPF MemberCompany or to any other Person that is a party to or is otherwise bound by this Agreement, its Initial Capital Contribution made (or deemed in each case, to be made) on the CEPF Closing Date, as set forth in Section 4.03(c). To the fullest extent permitted by Lawthe Act; provided, the failure of the Company that (i) this Agreement shall not limit or eliminate liability for any (x) obligations expressly imposed on such Member, as Member, Managing Member or Manager, pursuant to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or any other Transaction Document or (y) act or omission that constitutes a bad faith violation of the Act will implied contractual covenant of good faith and fair dealing or (z) fraud, willful misconduct or gross negligence and (ii) this Section 3.6(d) shall not limit or eliminate liabilities expressly stated in this Agreement or any other Transaction Document. (e) Liability to the Company, any Class B Member or any other Person bound by this Agreement for damages resulting from a breach or breaches by (i) the Manager of any of its obligations, covenants or agreements under the Management Services Agreement or (ii) by the Operator of any of its obligations, covenants or agreements under any O&M Agreement shall be separate and distinct from liabilities of Ormat in its capacity as a Class A Member. (f) Except as otherwise mandatorily required under Applicable Law, whenever in this Agreement a Member is permitted or required to make a decision (i) in its "sole discretion" or "discretion" or under a grant of similar authority or latitude, the Member may consider such interests and factors as it desires, including expressly its own interests, and shall have no duty or obligation to give any consideration to any interests of or factors affecting the Company or any other Member, or (ii) in its "good faith" or under another expressed standard, a Member shall act under such express standard and shall not be grounds for imposing personal liability on the Members for liabilities subject to any other or different standard imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of the Companylaw (whether common or statutory) or in equity or otherwise.

Limitation on Liability of Members. Except as otherwise contemplated herein, no Member, any Affiliate of such Member, or any officer, director, manager, member, stockholder, partner or employee of such Member, such Affiliate of such Member (acollectively, “Related Persons”) To shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the fullest extent permitted under Company or to any other Member for any Damages asserted against, suffered or incurred by the Company or such other Member arising out of, relating to or in connection with any act or failure to act by such Related Person pursuant to this Agreement or otherwise with respect to the business and affairs of the Company except Damages resulting from acts or omissions of such Related Person which (x) were taken or omitted in bad faith or in breach of its fiduciary duties pursuant to the terms of this Agreement or (y) constituted intentional misconduct, fraud or gross negligence; provided, that the Member affiliated with such Related Person, and not the Related Person, shall be responsible for any such Damages. No Related Person shall be liable to the Company or any other Member for any action taken or omitted to be taken by any other Member. Any Related Person may consult with counsel, accountants and other professional advisors in respect of the affairs of the Company and each Related Person shall be deemed not to have acted in bad faith or to have engaged in intentional misconduct with respect to any action or failure to act and shall be fully protected and justified in so acting or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel, accountants or other professional advisors, except for actions or failures to act by such Related Person which constitute a knowing violation of law. Except as otherwise expressly provided in the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or obligations and liabilities of the Company, whether arising in contract, tort, tort or otherwise, which will shall be solely the debts, obligations, expenses, or obligations and liabilities of the Company. All Persons dealing with the Company , and no Member shall have recourse solely to the assets be obligated personally for any such debt, obligation or liability of the Company for the payment solely by reason of debts, obligations, expenses, or liabilities of the Companybeing a Member. Neither the Manager nor any Member shall take, or cause to be taken, any action that would result in the Manager’s or any Member’s having any personal liability for the obligations of the Company. In no event will the Manager, any Member, or any of its, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided hereinin the Act or in this Agreement, no the liability of each Member will hereunder shall be limited to the amount of Capital Contributions, if any, required to make any additional Capital Contribution other than, (i) with respect be made by such Member to the ▇▇▇▇ MemberCompany in accordance with the provisions of this Agreement, its Initial Capital Contribution made (or deemed to be made) on the Effective Date but only when and (ii) with respect to the NEP CEPF Member, its Initial Capital Contribution made (or deemed to be made) on extent the CEPF Closing Date, as set forth in Section 4.03(c). To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating same shall become due pursuant to the exercise provisions of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing personal liability on the Members for liabilities of the CompanyAgreement.

Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, 44 expenses, or liabilities of the Company. Neither the Manager nor any No Member shall take, or cause to be taken, any action that would result in the Manager’s or any other Member’s having any personal liability for the obligations of the Company. In no event will shall any Member, including the Manager, any Managing Member, or any of itsthe Members’, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, than (i) with respect to NEP Member, its Effective Date Capital Contribution made as of the ▇▇▇▇ MemberEffective Date; (ii) with respect to Initial Investor, its Initial Capital Contribution made (or deemed to be made) on the Effective Date Initial Closing Date; and (iiiii) with respect to the NEP CEPF MemberInitial Investor and any Additional Closing Class B Purchaser, its Initial their respective Capital Contribution Contributions made (or deemed to be made) on the CEPF Additional Closing Date, as set forth Date in Section 4.03(c)an aggregate amount equal to the Additional Aggregate Class B Purchase Price. To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any No Member shall take, or cause to be taken, any action that would result in the Manager’s or any other Member’s having any personal liability for the obligations of the Company. In no event will shall any Member, including the Manager, any Managing Member, or any of itsthe Members’, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, than (i) with respect to XPLR Member, its Effective Date Capital Contribution made as of the ▇▇▇▇ MemberEffective Date; (ii) with respect to Initial Investor, its Initial Capital Contribution made (or deemed to be made) on the Effective Date Initial Closing Date; and (iiiii) with respect to the NEP CEPF MemberInitial Investor and any Additional Closing Class B Purchaser, its Initial their respective Capital Contribution Contributions made (or deemed to be made) on the CEPF Additional Closing Date, as set forth Date in Section 4.03(c)an aggregate amount equal to the Additional Aggregate Class B Purchase Price. To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any No Member shall take, or cause to be taken, any action that would result in the Manager’s or any other Member’s having any personal liability for the obligations of the Company. In no event will any Member, including the Manager, any Managing Member, or any of itsthe Members’, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, than (i) with respect to the ▇▇▇▇ NEP Member, its Initial Effective Date Capital Contribution made (or deemed to be made) on as of the Effective Date and Date; (ii) with respect to the NEP CEPF MemberInitial Investor, its Initial Capital Contribution made (or deemed to be made) on the CEPF Initial Closing Date; and (iii) with respect to the Initial Investor and any Additional Class B Purchaser, as set forth their respective Capital Contributions made, if there is an Additional Closing, on the Additional Closing Date in Section 4.03(c)an aggregate amount equal to the Additional Aggregate Class B Purchase Price. To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing personal liability on the Members for liabilities of the Company.

Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any No Member shall take, or cause to be taken, any action that would result in the Manager’s or any other Member’s having any personal liability for the obligations of the Company. In no event will any Member, including the Manager, any Managing Member, or any of itsthe Members’, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, than (i) with respect to the ▇▇▇▇ XPLR Member, its Initial Effective Date Capital Contribution made (or deemed to be made) on as of the Effective Date and Date; (ii) with respect to the NEP CEPF MemberInitial Investor, its Initial Capital Contribution made (or deemed to be made) on the CEPF Initial Closing Date; and (iii) with respect to the Initial Investor and any Additional Class B Purchaser, as set forth their respective Capital Contributions made, if there is an Additional Closing, on the Additional Closing Date in Section 4.03(c)an aggregate amount equal to the Additional Aggregate Class B Purchase Price. To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will not be grounds for imposing personal liability on the Members for liabilities of the Company.

Limitation on Liability of Members. (a) To the fullest extent permitted under the Act, no Covered Person will have any personal liability whatsoever solely by reason of being a Covered Person, whether to the Company, its creditors, or any other Person, for the debts, obligations, expenses, or liabilities of the Company, whether arising in contract, tort, or otherwise, which will be solely the debts, obligations, expenses, or liabilities of the Company. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of debts, obligations, expenses, or liabilities of the Company. Neither the Manager nor any No Member shall take, or cause to be taken, any action that would result in the Manager’s or any other Member’s having any personal liability for the obligations of the Company. In no event will shall any Member, including the Manager, any Managing Member, or any of itsthe Members’, the Company’s, or any of their respective Subsidiaries’ officers, directors, members, managers, stockholders, partners, principals, Affiliates, Representatives, or employees be liable under this Agreement (or otherwise) to the Company or any other Member (or their respective Affiliates, officers, directors, members, managers, stockholders, partners, principals, Representatives, or employees) for any (i) punitive damages or (ii) consequential damages, including any loss of future revenue or income, loss of business reputation or business opportunity, damages based on any type of multiple, or any damages that are not reasonably foreseeable. (b) Except as otherwise expressly provided herein, no Member will be required to make any additional Capital Contribution other than, (i) with respect to ETH Partners, the ▇▇▇▇ Member, its Initial Capital Contribution made (or deemed to be made) on the Effective Date and (ii) with respect to the NEP CEPF Member, its Initial Capital Contribution made (or deemed to be made) on the CEPF Closing Date, as set forth in Section 4.03(c)ETH Partners Contribution. To the fullest extent permitted by Law, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act will shall not be grounds for imposing personal liability on the Members for liabilities of the Company.