Common use of Limitations on Personal Liability Clause in Contracts

Limitations on Personal Liability. (a) No Member, Manager or Authorized Agent shall have any personal liability whatsoever for any obligations or liabilities of the Company whatsoever except if and then only to the extent expressly provided in the Act. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on any Member, Manager or Authorized Agent for obligations or liabilities of the Company. (b) No Member, Manager, any Authorized Agent nor any affiliate of any of the foregoing shall have any personal liability to the Company or any of the Members for damages for any breach of duty as a manager of the Company or as an Authorized Agent, as the case may be, and/or when acting with the consent of the Manager; provided that the foregoing provision shall not eliminate or limit the liability of any such person if a final judgment or other final adjudication adverse thereto establishes that the acts or omissions thereof were the result of fraud, intentional misconduct or such other conduct which under applicable law precludes the elimination or limitation of such liability. (c) Neither the Manager nor any Member or Authorized Agent shall be personally liable for the return or payment of all or any portion of the capital of or profits allocable to or loans to the Company by any Member (or any successor, assignee or transferee thereof), it being expressly agreed that any such return of capital or payment of profits made pursuant to this Agreement, or any payment or repayment in respect of any such loan, shall be made solely from the assets of the Company (which shall not include any right of contribution from the Manager, any Member or any Authorized Agent). (d) Notwithstanding the foregoing, the Manager shall cause the Company to obtain and maintain sufficient insurance to cover losses which may be incurred by the Company in its usual course of operation. The Class A Member shall have the right to review said insurance and require the Company to increase its limits as it may reasonably deem appropriate from time to time.

Limitations on Personal Liability. (a) No Member, Manager or Authorized Agent shall have any personal liability whatsoever for any obligations or liabilities The Trustee acting in its capacity as trustee of the Company whatsoever except if Trust, and then only to the extent expressly provided in the Act▇▇▇▇▇ ▇. Notwithstanding anything contained herein to the contrary, the failure ▇▇▇▇▇▇ acting on behalf of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Act initial Trustee, shall not be grounds for imposing personal liability on any Member, Manager or Authorized Agent for obligations or liabilities of the Company. (b) No Member, Manager, any Authorized Agent nor any affiliate of any of the foregoing shall have any personal liability to the Company Trust or the Trust Beneficiaries for any act it or he may do or fail to do as Trustee hereunder or on behalf of the Members for damages initial Trustee, unless such action or failure to act constituted fraud, willful misconduct, or gross negligence; provided however, the Trustee shall not have personal liability if the Trustee incurs or pays Trust Expenses in excess of the Quarterly Budget, including permitted overruns, approved by the Oversight Committee or by the Court. The Trustee, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ acting on behalf of the initial Trustee, shall not be liable in any event for any breach claims, liabilities or damages based upon or arising out of duty as a manager any conduct of the Company Trustee or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in the course of its or his activities as an Authorized Agenttrustee, as unless such claims, liabilities or damages arise from its or his personal fraud willful misconduct, or gross negligence. The Trustee, the case may beOversight Committee, and/or when acting with and the consent members of the Manager; provided that the foregoing provision Oversight Committee shall not eliminate or limit the liability of any such person if a final judgment or other final adjudication adverse thereto establishes that the acts or omissions thereof were the result of fraud, intentional misconduct or such other conduct which under applicable law precludes the elimination or limitation of such liability. (c) Neither the Manager nor any Member or Authorized Agent shall be personally liable for the return any indebtedness, liability or payment of all obligation incurred or any portion entered into on behalf of the capital Trust, including, without limitation, indebtedness, liabilities or obligations under agreements, undertakings or commitments entered into executed on behalf of the Trust by the Trustee or profits allocable to or loans to the Company by any Member (person employed by the Trustee or any successor, assignee or transferee thereof)the Trust, it being expressly agreed understood that all such indebtedness, liabilities and obligations of, and claims against the Trust, shall be the sole responsibility of the Trust and shall be satisfied only from the Trust Property, or such portion thereof as shall, under the terms of any such return agreement, be stated to be liable therefor. No claim or cause of capital or payment of profits made pursuant to this Agreementaction may be asserted against the Trustee, the Oversight Committee, or any payment or repayment in respect member of the Oversight Committee on account of any such loanindebtedness, shall be made solely from the assets liability or obligation entered into on behalf of the Company (which shall not include Trust, whether by legal or equitable proceedings, or by virtue of any right of contribution from the Managerbankruptcy or non-bankruptcy statute, any Member rule or any Authorized Agent). (d) Notwithstanding the foregoingregulation. Any undertaking, the Manager shall cause the Company to obtain and maintain sufficient insurance to cover losses which may be incurred contract or agreement entered into in writing by the Company in its usual course Trust may, except as otherwise provided by the Plan or the Trust Agreement, expressly disclaim the personal liability of operation. The Class A Member shall have the right to review said insurance Trustee and require the Company to increase its limits as it may reasonably deem appropriate from time to timemembers of the Oversight Committee.