Implied Covenants; No Additional Duties Sample Clauses

Implied Covenants; No Additional Duties. There are no implied covenants of the Sole Member contained in this Agreement other than those of the contractual covenant of good faith and fair dealing. The Sole Member shall not have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Sole Member’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement. Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Sole Member shall not be liable to the Company for breach of any duty for the Sole Member’s good faith reliance on the provisions of this Agreement, the records of the Company, or such information, opinions, reports or statements presented by any officer or employee of the Company, or by any other person as to matters the Sole Member reasonably believes are within such other person’s professional or expert competence. The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.
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Implied Covenants; No Additional Duties. There are no implied covenants contained in this Agreement other than those of the contractual covenant of good faith and fair dealing. No Manager shall have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Manager’s and Members’ duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.12 Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Manager and Members shall not be liable to the Company nor to any Member for breach of any duty for the Manager’s or any such Member’s good faith reliance on the provisions of this Agreement, the records of the Company, or such information, opinions, reports or statements presented by any other Member, Manager, officer or employee of the Company, or the Management Committee or other committee of the Company, or by any other person as to matters such Member or the Manager reasonably believes are within such other person’s professional or expert competence. The preceding sentence shall in no way limit any person’s right to rely on information to the extent provided in Section 18-406 of the Act.
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Implied Covenants; No Additional Duties. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing. No Shareholder or Parent Company, director designated by a Shareholder on the Board or Member shall have any fiduciary or other duties (including the duties of loyalty and care) to the Company or the other Party hereto except as specifically provided in this Agreement or by Law.
Sample 1
Implied Covenants; No Additional Duties. There are no implied covenants contained in this Agreement other than those of the contractual covenant of good faith and fair dealing. Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, neither Party shall be liable to Salu Siwa, PT Masmindo or to the other Party for breach of any duty due to such Party’s good faith reliance on the provisions of this Agreement, the records of Salu Siwa, PT Masmindo, or such information, opinions, reports or statements presented by the other Party, any officer or employee of Salu Siwa, PT Masmindo, or the Board of Directors or any committee thereof, or by any other person as to matters such Party reasonably believes are within such other person’s professional or expert competence.
Sample 1
Implied Covenants; No Additional Duties. There are no implied covenants contained in this Agreement other than those contractual covenants of good faith and fair dealing. The Operator shall not have any fiduciary or other duties to Salu Siwa except as specifically provided by this Agreement. The Operator shall not be liable to Salu Siwa for any duties not expressly provided for under this Agreement, liability for which is expressly excluded. Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Operator and Shareholders shall not be liable to Salu Siwa nor to any Shareholder for breach of any duty for the Operator’s or any such Shareholder’s good faith reliance on the provisions of this Agreement, the records of Salu Siwa, any information, opinions, reports or statements presented by any other Shareholder, Operator, officer or employee of Salu Siwa, the Board of Directors, or any committee of Exhibit 10.43 Salu Siwa, or by any other Person as to matters such Shareholder or the Operator reasonably believes are within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Australian Corporate Law.
Sample 1
Implied Covenants; No Additional Duties. There are no implied covenants contained in this Agreement other than those of the contractual covenant of good faith and fair dealing. No Member shall have any fiduciary or other duties to the Company except as specifically provided by this Agreement, and the Members’ duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement. Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, the Members shall not be liable to the Company nor to any Member for breach of any duty for any such Member’s good faith reliance on the provisions of this Agreement. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Act.
Sample 1
Implied Covenants; No Additional Duties. There are no implied covenants contained in this Agreement. Nothing contained in this Agreement shall be construed as imposing any fiduciary duty to the Company or to any Shareholder on any other Shareholder (in its capacity as a Shareholder of the Company).
Sample 1
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Related to Implied Covenants; No Additional Duties

  • Implied Covenants There are no implied covenants contained in this Agreement other than those of good faith and fair dealing.

  • No Implied Covenants Each party, against the other, waives and relinquishes any right to assert, either as a claim or as a defense, that the other party is bound to perform or liable for the nonperformance of any implied covenant or implied duty or implied obligation.

  • Independent Covenants This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

  • REMIC-Related Covenants For as long as each REMIC shall exist, the Trustee and the Securities Administrator shall act in accordance herewith to treat such REMIC as a REMIC, and the Trustee and the Securities Administrator shall comply with any directions of the Sponsor, the Servicer or the Master Servicer to assure such continuing treatment. In particular, the Trustee shall not (a) sell or permit the sale of all or any portion of the Mortgage Loans or of any investment of deposits in an Account unless such sale is as a result of a repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared at the expense of the Trust Fund; and (b) other than with respect to a substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept any contribution to any REMIC after the Startup Day without receipt of an Opinion of Counsel stating that such contribution will not result in an Adverse REMIC Event as defined in Section 11.01(f).

  • Independent Covenant 12 Section 10.06 Materiality............................................ 13

  • Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Sections 6.01(a), (b), (c) and (e), Section 6.07, Section 6.11 or Article VII; or

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