Liability to the Company Sample Clauses

Liability to the Company. None of the Sole Member, any of the Sole Member’s managers, any Manager or any Officer shall be liable to the Company in damages for any action that such Person takes or fails to take in such capacity, unless it is proved by clear and convincing evidence in a court of competent jurisdiction that such action or failure to act was undertaken with deliberate intent to cause injury to the Company or with reckless disregard for the best interests of the Company.
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Liability to the Company. To the greatest extent permitted by law, neither the Manager nor any director, officer, agent, employee, or owner of the Manager shall be liable, responsible, or accountable in damages or otherwise to the Company or any Member for any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Manager shall not have any duties or liabilities, including fiduciary duties, to the Company or any Member, and all such duties or liabilities are hereby irrevocably expressly disclaimed and eliminated except to the extent expressly provided in this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify or eliminate the duties and liabilities, including fiduciary duties, of the Manager otherwise existing at law or in equity, are agreed by the Members to replace any such other duties or liabilities of the Manager.
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Liability to the Company. To the greatest extent permitted by law, neither the Manager nor any director, officer, agent, employee, or owner of the Manager shall be liable, responsible, or accountable in damages or otherwise to the Company or any Member for any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager by this Agreement or by law unless such act or omission was performed or omitted fraudulently or in bad faith.
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Liability to the Company. To the greatest extent permitted by law, none of the Manager, Officers, or their Affiliates, or any director, manager, officer, agent, employee, or owner of the Manager, or its Affiliates (herein the “Covered Parties”) shall be liable, responsible, or accountable to the Company or any Member for losses, proceedings, investigations, claims, damages, liabilities, judgments, demands or expenses of any kind or nature whatsoever (including without limitation legal fees (one or more, “Damages”) arising from any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager or Officers by or pursuant to this Agreement or by law unless such act or omission is determined by a court of competent jurisdiction to have been primarily attributable to such Person’s (i) fraud, gross negligence, bad faith, or willful misconduct and (ii) was not believed by such Person to be in the best interest of the Company.
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Liability to the Company. No Member or Manager nor any employee or agent of a Member or a Manager, nor any employee of the Company shall be liable, responsible or accountable in damages or otherwise to the Company by reason of acts, omissions or errors in judgment, except for acts, omissions or errors in judgment that are found by a court of competent jurisdiction to be the result of such person or entity’s gross negligence, willful misconduct or bad faith. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 6.2 shall not be construed so as to relieve (or attempt to relieve) any such person or entity of any liability, to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 6.2 to the fullest extent permitted by law.
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Liability to the Company. A Profits Interest Owner who ------------------------ rightfully receives the return in whole or in part of a Capital Contribution, as defined in the Law, may be liable to the Company for the return of the contribution, but only to the extent now or hereafter provided by the Law.
Sample 1
Liability to the Company. An economic interest owner who rightly receives the return in whole or in part of a capital contribution, as defined in the Act, may be liable to the Company for the return of the contribution, but only to the extent now or after this provided by the Act. Any unresolved dispute or controversy arising under or in connection with this Agreement shall be resolved through binding arbitration administered by the Judicial Arbitrator Group (JAG), and, except as expressly determined in this Agreement, must be carried out in accordance with the Commercial Arbitration Rules of the JAG, as such rules may be amended from time to time (the Rules). The hearing venues will be Denver, Colorado. The arbitrator or arbitrators (the Arbitrators) will be selected according to the Rules. The Arbiters' decision (the Decision) will be binding, and the ruling party may enforce the Decision in any court of competent jurisdiction. The parties will use their best efforts to cooperated with each other so that the arbitration is kept as efficient and expediting a manner as feasible, including but not limited to providing such documents and making available to such a staff as the Arbiters may request, so that the decision can be reached on time. The authority of the Arbiters will be limited to decisive liability for, and the proper amount of, a claim, and the Arbiters will have no authority to award punitive damages. The Arbitrators must have such powers and establish such procedures provided for in the Rules, as long as such powers and procedures are in accordance with this Agreement and are required to resolve the arbitrated dispute within the periods specified in this Agreement. Notwithstanding the above, the Arbiters will allocate reasonable attorney's fees and costs to the ruling party. The Arbitrators will make a decision within days after being appointed to serve as Arbitrator unless the parties otherwise agree in whether the Arbiters make a finding that a party carried the burden for showing good reason for a longer period of time, such as obtaining the necessary documentation and other reasonable discovery. 17.2
Sample 1

Related to Liability to the Company

  • Liability of the Company The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and transfer of any Shares pursuant to this Agreement shall relieve the Company of any liability with respect to the non-issuance or transfer of the Shares as to which such approval shall not have been obtained. However, the Company shall use its best efforts to obtain all such approvals.

  • Your liability to us (alleged) illegal use, etc

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Indemnity by the Company If the Company registers any Registrable Securities held by the Holder under the Securities Act pursuant to Section 4 or Section 5, the Company will indemnify and hold harmless the Holder, and each other person, if any, who controls the Holder, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Holder, the underwriter, if any, or such controlling persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and will reimburse the Holder and the underwriter, their respective officers, directors and partners, and each person controlling the Holder and the underwriter, for any reasonable legal and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by an instrument duly executed by the Holder or the underwriter specifically for use therein.

  • By the Company The Company will indemnify and hold harmless, to the fullest extent permitted by law and without limitation as to time, each Holder, such Holder’s officers, directors employees, agents, fiduciaries, stockholders, managers, partners, members, affiliates, direct and indirect equityholders, consultants and representatives, and any successors and assigns thereof, and each Person who controls such holder (within the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) (collectively, “Losses”) caused by, resulting from, arising out of, based upon or related to any of the following (each, a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 6, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the “blue sky” or securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Losses. Notwithstanding the foregoing, the Company will not be liable in any such case to the extent that any such Losses result from, arise out of, are based upon, or relate to an untrue statement, or omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties or as otherwise agreed to in the underwriting agreement executed in connection with such underwritten offering. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of such securities by such seller.

  • Indemnity to the Agent The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

  • No Liability to Third Parties No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

  • Notice to the Company The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice.

  • Liability to Third Parties The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court.