Powers and Duties of Members. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. This Section 5.6 supersedes any authority granted to the Members pursuant to Section 4A-401 of the Act. Any Member who takes any action or binds the Company in violation of this Section 5.6 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense. Except as specifically set forth herein, no Member is required to perform services for the Company solely by virtue of being a Member. No Member, in such Member’s capacity as such and regardless of such Member’s relative Percentage, shall have any duty, fiduciary or otherwise, to any other Member or Members or any other Person (including any creditor of any Member or any assignee of any Membership Interest in the Company).
Appears in 2 contracts
Sources: Merger Agreement (Chambers Street Properties), Merger Agreement (Gramercy Property Trust Inc.)