Liability for Actions or Omissions Sample Clauses

Liability for Actions or Omissions. The performance of any act or the omission of any act by any Member or the Manager, in the good faith belief that it was acting within the scope of its authority under this Agreement on behalf of the Company or in furtherance of the Company’s interests, shall not subject such Member or Manager to any liability to the Company or to the other Member (or in the case of the Manager, the Members); provided, however, that the foregoing shall not relieve any Member or the Manager of liability for fraud, gross negligence or willful misconduct.
Sample 1Sample 2
AutoNDA by SimpleDocs
Liability for Actions or Omissions. The General Partner shall nor be liable, responsible or accountable in damages or otherwise to any of the Partners or the Partnership for any act or omission of the General Partner, or any of them, in good faith on behalf of the Partnership and in a manner reasonably believed by the General Partner to be within the scope of the authority granted to the General Partner by this Agreement. The foregoing shall not relieve the General Partner of liability for fraud, gross negligence or wilful misfeasance.
Sample 1
Liability for Actions or Omissions. Neither the Manager nor the Company's Officers shall be liable, responsible or accountable in damages or otherwise to any of the Members or the Company for any act or omission of the Manager, or Company's Officer, or any of them, in good faith on behalf of the Company and in a manner reasonably believed by the Manager and/or Company's Officers to be within the scope of the authority granted to the Manager and/or Company Officer by this Agreement. The foregoing shall not relieve the Manager or Company Officer of liability for fraud, gross negligence or willful misfeasance or where such relief would be prohibited by the Act
Sample 1
Liability for Actions or Omissions. The performance of any act or the omission of any act by the Managing General Partner, in the good faith belief that he was acting within the scope of his authority under this Agreement on behalf of the Partnership or in furtherance of the Partnership's interests, shall not subject the Managing General Partner to any liability to the Partnership or to the Partners; provided, however, that the foregoing shall not relieve the Managing General Partner of liability for: (i) fraud, gross negligence, or willful misfeasance of the General Partner, (ii) violations of his fiduciary duties, or (iii) acts or omissions of the Managing General Partner which are in breach of his obligations hereunder.
Sample 1
Liability for Actions or Omissions. Neither the Manager(s) nor the Company's Officers shall be liable, responsible or accountable in damages or otherwise to any of the Members or the Company for any act or omission of the Manager(s), or Company's Officer, or any of them, in good faith on behalf of the Company and in a manner reasonably believed by the Manager(s) and/or Company's Officers to be within the scope of the authority granted to the Manager(s) and/or Company Officer by this Agreement. The foregoing shall not relieve the Manager(s) or Company Officer of liability for fraud, gross negligence or willful misfeasance.
Sample 1

Related to Liability for Actions or Omissions

  • Liability for Acts or Omissions of Third Parties Neither BellSouth nor Mpower shall be liable for any act or omission of another telecommunications company providing a portion of the services provided under this Agreement.

  • Delays or Omissions No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages.

  • Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.

  • Breach of Representations or Warranties Any representation or warranty made by the Borrower to the Lenders or the Administrative Agent under this Agreement, or any certificate or information delivered in connection with this Agreement, shall be false in any material respect when made or deemed made.

  • NO LIABILITY FOR CONSEQUENTIAL DAMAGES In no event shall either Party be liable to the other Party for, and no arbitral panel is authorized to award, any punitive, special, indirect or consequential damages of any kind or character resulting from or arising out of this Agreement, including, without limitation, loss of profits or business interruptions, however they may be caused.

  • Liability for Damage Each party shall be liable to the other for all damage to the property of the other negligently, recklessly or intentionally caused by that party (or their agents, employees or invitees), except to the extent the loss is insured and subrogation is waived under the owner's policy.

  • Warranties and Liability 6.1 All warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

  • No Warranties or Liability Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Company or any Subsidiary (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

  • Disclaimer of Consequential Damages Notwithstanding any provision to the contrary, in no event shall any Party be liable to another Party for any incidental, consequential, special, exemplary or indirect damages, lost business profits or lost data arising out of or in any way related to the Contract Documents.

Time is Money Join Law Insider Premium to draft better contracts faster.