Common use of Limitations on Personal Liability Clause in Contracts

Limitations on Personal Liability. (a) The Members shall not have any liability for any obligations or liabilities of the Company whatsoever except if and then only to the extent expressly provided in the Act. (b) No Managing Member, nor any affiliate of any Managing Member, 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 a Managing Member or as an Authorized Agent, as the case may be, and/or when acting with the consent of the Managing Member(s); provided that the foregoing provision shall not eliminate or limit the liability of any Managing Member if a judgment or other final adjudication adverse thereto establishes that acts or omissions thereto were in bad faith or involved intentional misconduct or a knowing violation of law or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled thereto. (c) No Member or Managing Member 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 any Member or Managing Member).

Limitations on Personal Liability. (a) The Members shall not have any liability for any obligations or liabilities of the Company MRT whatsoever except if and then only to the extent expressly provided in the Act. (b) No Managing Member, nor any affiliate of any Managing Member, shall have any personal liability to the Company MRT or any of the Members for damages for any breach of duty as a manager of the Company MRT or as a Managing Member or as an Authorized Agent, as the case may be, and/or when acting with the consent of the Managing Member(s); provided that the foregoing provision shall not eliminate or limit the liability of any Managing Member if a judgment or other final adjudication adverse thereto establishes that acts or omissions thereto were in bad faith or involved intentional misconduct or a knowing violation of law or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled thereto. (c) No Member or Managing Member 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 MRT 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 MRT (which shall not include any right of contribution from any Member or Managing Member).