Common use of Disclaimer; Standard of Care Clause in Contracts

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.

Appears in 3 contracts

Samples: Management Agreement (IPC Systems Holdings Corp.), Management Agreement (Serena Software Inc), Management Agreement (Serena Software Inc)

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Disclaimer; Standard of Care. The Manager makes no None of the Manager, its members, managers or officers make any representations or warranties, express or implied, in respect of the services to be provided by the Manager hereunder. In no event shall will the Manager or any of its the Indemnitees be liable to the Company Companies or any of its Affiliates their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Management Agreement (Bloomin' Brands, Inc.), Management Agreement (Osi Restaurant Partners, LLC)

Disclaimer; Standard of Care. The Manager None of the Managers makes no any representations or warranties, express or implied, in respect of the services to be provided by the Manager Managers hereunder. In no event shall will the Manager Managers or any of its Indemnitees be liable to the Company Companies or any of its Affiliates their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Management Services Agreement (Neiman Marcus, Inc.), Management Services Agreement (Neiman Marcus Group Inc)

Disclaimer; Standard of Care. The Manager makes no does not make any representations or warranties, express or implied, in respect of the services Services to be provided by the Manager hereunder. In no event shall will the Manager or any of its the Indemnitees be liable to the Company Companies or any of its Affiliates their 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.

Appears in 2 contracts

Samples: Management Agreement (Canada Goose Holdings Inc.), Management Agreement (Canada Goose Holdings Inc.)

Disclaimer; Standard of Care. The Manager makes no does not make any representations or warranties, express or implied, in respect of the services Services to be provided by the Manager hereunder. In no event shall will the Manager or any of its the Indemnitees be liable to Parent, the Company or any of its Affiliates their respective 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.

Appears in 2 contracts

Samples: Management Agreement (Gymboree Corp), Management Agreement (Gym-Card, LLC)

Disclaimer; Standard of Care. The Manager makes no None of the Managers make any representations or warranties, express or implied, in respect of the services to be provided by the any Manager hereunder. In no event shall will any of the Manager Managers or any of its the Indemnitees be liable to the Company or any of its Affiliates affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (Michaels Stores Inc)

Disclaimer; Standard of Care. The Manager makes no None of the Managers make any representations or warranties, express or implied, in respect of the services to be provided by the Manager them hereunder. In no event shall the Manager or any of its Indemnitees the Managers be liable to the Company Company, Holdings or any of its Affiliates their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (Houghton Mifflin Co)

Disclaimer; Standard of Care. The Manager makes no does not make any representations or warranties, express or implied, in respect of the services to be provided by the Manager hereunder. In no event shall will the Manager or any of its the Indemnitees be liable to the Company or any of its Affiliates affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (Bright Horizons Family Solutions Inc.)

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Disclaimer; Standard of Care. The Manager makes make 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 LifeCare Corporations or any of its Affiliates their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (LifeCare Holdings, Inc.)

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 affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (First Data Corp)

Disclaimer; Standard of Care. The Manager makes no does not make any representations or warranties, express or implied, in respect of the services to be provided by the Manager hereunder. In no event shall will the Manager or any of its the Indemnitees be liable to the Company or any of its Affiliates affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (Michaels Stores Inc)

Disclaimer; Standard of Care. The Manager makes no None of the Managers make any representations or warranties, express or implied, in respect of the services to be provided by the Manager them hereunder. In no event shall the Manager or any of its Indemnitees the Managers be liable to the Company Company, Parent or any of its Affiliates their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (Houghton Mifflin Co)

Disclaimer; Standard of Care. The Manager makes no None of the Managers make any representations or warranties, express or implied, in respect of the services to be provided by the Manager them hereunder. In no event shall the Manager or any of its Indemnitees the Managers be liable to the Company Company, Holdings, Parent or any of its Affiliates their affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Agreement (LEM America, Inc)

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