Disclaimer; Standard of Care. The Service Provider makes no representations or warranties, express or implied, in respect of the Services. In no event will the Service Provider or its Related Parties be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct by the Service Provider as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. The Manager makes no representations or warranties, express or implied, in respect of the services to be provided by the Manager hereunder. In no event shall the Manager or any of its Indemnitees be liable to the Company or any of its Affiliates for any act, alleged act, omission or alleged omission that does not constitute willful misconduct of the Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. None of the Managers nor any of their respective Manager Designees makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers or the Manager Designees hereunder. In no event will any Manager, its Manager Designees or related Indemnitees be liable to the Companies or any of their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of such Manager or its Manager Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. None of the Managers or former Managers makes any representations or warranties, express or implied, in respect of the services to be provided by any Manager or former Manager hereunder. In no event shall any of the Managers or former Manager be liable to the SunGard Corporations or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of such Manager or former Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. BMP makes no representations or warranties, express or implied, in respect of the Services to be provided hereunder. In no event shall BMP or any Indemnified Party be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of BMP as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. The Advisors make no representations or warranties, express or implied, in respect of the Services to be provided by them hereunder. In no event shall the Advisors be liable to the Company or any of its Affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Advisors as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. Neither Manager nor any of their respective affiliates makes any representation or warranty, express or implied, in respect of the Services to be provided hereunder. In no event shall a Manager or any Indemnified Party be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission that does not constitute willful misconduct, bad faith or fraud of such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. Neither Consultant nor any Consultant Designee makes any representations or warranties, express or implied, in respect of the services to be provided by Consultant or the Consultant Designees hereunder. In no event will Consultant, any Consultant Designee or any of their respective former, current or future partners, members, managers, stockholders, Affiliates, associates, associated investment funds, officers, directors, employees, controlling persons, agents or representatives, or any former, current or future partners, members, stockholders, Affiliates, associates, associated investment funds, officer, directors, employees, controlling persons, agents or representatives of any of the foregoing (together with Consultant and the Consultant Designees, the “Consultant Related Parties”), be liable to the Company or any of its Affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of Consultant or an Consultant Designee, as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. Neither Holdings nor any of the Holdings Designees makes any representations or warranties, express or implied, in respect of the services to be provided by Holdings or the Holdings Designees hereunder. In no event will Holdings, the Holdings Designees or related Indemnitees be liable to the Companies or any of their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of Holdings or the Holdings Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.
Disclaimer; Standard of Care. The Manager makes no representations or warranties, express or implied, in respect of the Services provided or to be provided by it hereunder. In no event will the Manager or any of the Indemnitees be liable to any of the Companies or any of their affiliates for any act, alleged act, omission or alleged omission that does not constitute willful misconduct or bad faith of the Manager as determined by a final, non-appealable determination of a court of competent jurisdiction. The Companies agree that any advice or recommendations (written or oral) provided by the Manager under this Agreement is solely for the use and benefit of the Companies and may not be disclosed to, or used or relied upon for any purpose by, any other person or entity without the prior written approval of the Manager.
