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16. Return of Capital.
The Manager shall not have any liability for
the return of each Member’s capital contribution, which
return shall be payable solely from the assets of the
Company at the absolute discretion of the Manager,
subject to the requirements of the Act and Section 15
hereof.
* * * * * * *
18. Exculpation and Indemnification.
a. No Member, Manager, Officer, employee or
agent of the Company and no employee, representative,
agent, shareholder or Affiliate of the Member or the
Manager (collectively, the “Covered Persons”) shall be
liable to the Company or any other Person who has an
interest in or claim against the Company for any loss,
damage or claim incurred by reason of any act or
omission performed or omitted by such Covered Person in
good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the
authority conferred on such Covered Person by this
Agreement, except that a Covered Person shall be liable
for any such loss, damage or claim incurred by reason
of such Covered Person’s gross negligence or willful
misconduct. Notwithstanding anything herein to the
contrary, “Covered Person” shall include any person
that was a Member, Manager, Officer, employee or agent
of the Company or an employee, representative, agent,
shareholder or Affiliate of the Member or the Manager
at the time the act or omission described in this
Section 18(a) was performed or omitted even if such
person is no longer a Member, Manager, Officer,
employee or agent of the Company or an employee,
representative, agent, shareholder or Affiliate of a
Member or the Manager at the time the loss, damage or
claim is incurred as a result of such act or omission.
* * * * * * *
e. To the extent that, at law or in equity,
a Covered Person has duties (including fiduciary
duties) and liabilities relating thereto to the Company
or to any other Covered Person, a Covered Person acting
under this Agreement shall not be liable to the Company
or to any other Covered Person for its good faith
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