Liability of the Representative Sample Clauses

Liability of the Representative. The Representative shall not incur any liability or damages with respect to any action taken or suffered by it or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment and each Indemnifying Stockholder shall severally indemnify and hold the Representative harmless, and shall bear its Pro Rata Share (in accordance with the allocations set forth in this Agreement) of such liability of damages incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder. The Representative may, in all questions arising hereunder, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Representative based on such advice, the Representative shall not be liable to anyone. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Representative.
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Liability of the Representative. Sellers’ Representative shall not be liable to any Seller for any action taken or omitted by him hereunder or under any other document executed or delivered hereunder, or in connection therewith, except that the Sellers’ Representative shall not be relieved of any liability imposed by law for gross negligence. Each Seller acknowledges and agrees that Sellers’ Representative shall not be obligated to take any actions and shall be entitled to take such actions as Sellers’ Representative deems appropriate in such Sellers’ Representative’s sole discretion, and shall indemnify and hold harmless Sellers’ Representative for all Losses incurred by Sellers’ Representative in connection with the performance of his duties hereunder or in any way relating to him in his capacity as Sellers’ Representative hereunder, except to the extent that such Losses are the direct result of the Sellers’ Representative’s gross negligence.
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Liability of the Representative. The Representative shall not be liable to any Seller for any action taken or omitted by it, him or her hereunder or under any other document executed or delivered hereunder, or in connection therewith, except that the Representative shall not be relieved of any liability imposed by Law for willful misconduct or gross negligence. Each Seller acknowledges and agrees that the Representative shall not be obligated to take any actions and shall be entitled to take such actions as the Representative deems appropriate in such Representative’s sole discretion, and shall indemnify and hold harmless the Representative for all Losses incurred by the Representative in connection with the performance of its, his or her duties hereunder or in any way relating to it, him or her in its, his or her capacity as Representative hereunder, except to the extent that such Losses are the direct result of the Representative’s willful misconduct or gross negligence.
Sample 1
Liability of the Representative. The Member Representative shall not be personally liable as the Member Representative to any Indemnifying Party for any act done or omitted hereunder as Member Representative while acting in good faith and in the exercise of reasonable judgment. The Indemnifying Parties shall severally (but not jointly) indemnify the Member Representative and hold the Member Representative harmless against any Losses incurred without gross negligence or bad faith on the part of the Member Representative and arising out of or in connection with the acceptance or administration of the Member Representative’s duties hereunder. 8.7 Reliance on Member Representative. Parent and its Affiliates (including, after the Closing, the Company) and the Escrow Agent shall be entitled to rely on the appointment of the Member Representative and treat such Member Representative as the duly appointed attorney-in-fact of each Indemnifying Party and as having the duties, power and authority provided for in this Agreement and the Escrow Agreement. None of Parent or its respective affiliates (including, after the Closing, the Company) or the Escrow Agent shall be liable to any Indemnifying Party for any actions taken or omitted by them in reliance upon any instructions, notice or other instruments delivered by the Member Representative. No resignation of the Member Representative shall become effective unless at least 30 days prior written notice of the replacement or resignation of such Member Representative shall be provided to Parent and the Escrow Agent. Parent and its respective Affiliates (including, after the Closing, the Company) and the Escrow Agent shall be entitled to rely at any time after receipt of any such notice on the most recent notice so received. The Indemnifying Parties holding a majority interest in the Escrow Fund held in escrow at such time may remove the Member Representative by a written instrument delivered to the Member Representative, Parent and the Company, and, in such event and also if the Member Representative shall be unable or unwilling to serve in such capacity, his, her or its successor who shall serve and exercise the powers of the Member Representative hereunder shall be appointed by a written instrument signed by Indemnifying Parties holding a majority interest in the Escrow Fund held in escrow at such time and delivered to Parent and the Escrow Agent.
Sample 1
Liability of the Representative. The Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Shareholder. The Representative shall not be liable to any Shareholder for any action taken or omitted by it or him hereunder or under any other document hereunder, or in connection therewith, except that the Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Representative shall not be liable to any Shareholder for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Shareholder to whom payment was due, but not made, shall be to recover from other Shareholders any payment in excess of the amount to which they are determined to have been entitled. The Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. Each of the Shareholders acknowledges and agrees that the Representative shall not be obligated to take any actions and shall be entitled to take such actions as the Representative deems appropriate in such Representative’s sole discretion.
Sample 1
Liability of the Representative. We shall have full authority to take such action as we may deem advisable in respect of all matters pertaining to the offering. Except as to any liability arising under the Securities Act of 1933, as amended, we shall not be under any liability to you for or in respect of the value of validity of the Notes or the validity of the form of, or the representations contained in the Registration Statement or the Prospectus, or in any amendments or supplement to any of the, or in the Underwriting Agreement or in any other instrument executed by the Company or by other, or for the delivery of the Notes or the performance by the Company or others of any agreement on its or their part, nor shall we be liable under the provisions of this Agreement, or for any matter connected with this Agreement or any of the foregoing, except for lack of good faith and for obligations expressly assumed under this Agreement. Please confirm the foregoing and indicate the number of Notes requested to be sold by you by telephone (000-000-0000) and by signing and returning at once to Xx. Xxx X. Xxxxx Xxxxx, Executive Wealth Management Services, Inc., 0000 Xxxxxxxx Xxxxx Road, Sarasota, Florida 34231, the enclosed copy of the Acceptance and Order on the next page. Upon receipt thereof, this Agreement and such signed Acceptance and Order will evidence the agreement between us.
Sample 1
Liability of the Representative. The Representative shall not be personally liable as the Representative to any Party of Interest or any participant in the Phantom Stock Plans for any act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally (but not jointly) indemnify the Representative and hold the Representative harmless against any Damages incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder
Sample 1
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Related to Liability of the Representative

  • Liability of the Manager No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

  • Liability of the Adviser The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of the Adviser’s willful misfeasance, bad faith or negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

  • Liability of Manager The Manager will not be liable to you for any act or omission, except for obligations expressly assumed by the Manager in the applicable AAU.

  • Liability of the Escrow Agent The duties of the Escrow Agent hereunder will be limited to the observance of the express provisions of this Agreement. The Escrow Agent will not make any payment or disbursement from or out of the Escrow Account except as provided by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it reasonably believes to be in conformity with the requirements of this Agreement. The Escrow Agent agrees to use the same degree of care and skill as is customary for an escrow agent in similar circumstances. The Escrow Agent will not be liable for any action taken or not taken by it under the terms hereof in the absence of breach of its obligations hereunder or gross negligence or willful misconduct on its part. In receiving the amounts deposited into the Escrow Account, the Escrow Agent acts only as a depository for the Purchaser and the Seller and assumes no responsibility except pursuant to the provisions of this Agreement. No withdrawals shall be permitted from the Escrow Account except as provided herein or as required by law or court order. All of the terms and conditions in connection with the Escrow Agent's duties and responsibilities, and the rights of the Purchaser and the Seller or anyone else, with respect to the Escrow Account, are contained solely in this Agreement and in any signature card required by the Escrow Agent pertaining to the Escrow Account, and the Escrow Agent is not expected or required to be familiar with the provisions of any other agreement, and shall not be charged with any responsibility or liability in connection with the observance of the provisions of any such other agreement. The Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and by and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Except as herein expressly provided, none of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. The Escrow Agent is hereby authorized to comply with and obey all orders, judgements, decrees or writs entered or issued by any court, and in the event the Escrow Agent obeys or complies with any such order, judgment, decree or writ of any court, in whole or in part, it shall not be liable to any of the Parties hereto, nor to any other person or entity, by reason of such compliance, notwithstanding that it shall be determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for any reason or be subsequently reversed, modified, annulled or vacated. Should any controversy arise between the Purchaser and the Seller or between the Seller, the Purchaser and any other person or entity with respect to this Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Account, the Escrow Agent shall have the right to institute a xxxx of interpleader in any court of competent jurisdiction to determine the rights of the Parties. The Purchaser and the Seller agree that the Escrow Agent is acting solely as an escrow agent hereunder and not as a trustee, and that the Escrow Agent has no fiduciary duties, obligations or liabilities under this Agreement.

  • Liability of Managers No Manager of the Company shall be personally liable for any debts, liabilities, or obligations of the Company, including under a judgment, decree, or order of the court.

  • LIABILITY OF THE REINSURER A. The liability of the Reinsurer shall follow that of the Company in every case and be subject in all respects to all the general and specific stipulations, clauses, waivers and modifications of the Company's policies and any endorsements thereon. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract.

  • LIABILITY OF THE PARTIES 5.1. The Parties shall be liable for non performance or improper performance of their obligations under this Agreement in accordance with the legislation of the Russian Federation.

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