Limitation of Liability and Duties Sample Clauses

Limitation of Liability and Duties of Members and Officers 30 Section 7.02 No Right of Partition 31 Section 7.03 Indemnification 31 Section 7.04 Members Right to Act 32 Section 7.05 Inspection Rights 33 Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS Section 8.01 Records and Accounting 34 Section 8.02 Fiscal Year 34 Article IX
Sample 1
AutoNDA by SimpleDocs
Limitation of Liability and Duties of Members 37 Section 7.02. Lack of Authority 38 Section 7.03. No Right of Partition 38 Section 7.04. Indemnification 38 Section 7.05. Members Right to Act 39 Section 7.06. Inspection Rights 40 Article 8 Books, Records, Accounting And Reports, Affirmative Covenants Section 8.01. Records and Accounting 41 Section 8.02. Fiscal Year 41 Article 9 Tax Matters Section 9.01. Preparation of Tax Returns 41 Section 9.02. Tax Controversies 42 Section 9.03. Member Tax Matters 42 Section 9.04. Partnership Continuation 42 Article 10 Restrictions on Transfer of Units; Preemptive Rights ii Section 10.01. Transfers by Members 43 Section 10.02. Permitted Transfers 43 Section 10.03. Restricted Units Legend 44 Section 10.04. Transfer 44 Section 10.05. Assignee’s Rights 44 Section 10.06. Assignor’s Rights and Obligations 45 Section 10.07. Overriding Provisions 45 Article 11 Admission of Members Section 11.01. Substituted Members 46 Section 11.02. Additional Members 46 Article 12 Withdrawal and Resignation; Termination of Rights Section 12.01. Withdrawal and Resignation of Members 47 Article 13 Dissolution and Liquidation Section 13.01. Dissolution 47 Section 13.02. Liquidation and Termination 47 Section 13.03. Deferment; Distribution in Kind 48 Section 13.04. Cancellation of Certificate 49 Section 13.05. Reasonable Time for Winding Up 49 Section 13.06. Return of Capital 49 Article 14 Valuation Section 14.01. Determination 49 Section 14.02. Dispute Resolution 49 Article 15 General Provisions Section 15.01. Power of Attorney 50 Section 15.02. Title to Company Assets 51 Section 15.03. Notices 51 Section 15.04. Binding Effect 51 Section 15.05. Governing Law; Jurisdiction; Specific Performance 51 Section 15.06. Counterparts; Electronic Transmission of Signatures 52 Section 15.07. Assignment; No Third Party Beneficiaries 52 Section 15.08. Severability 53 Section 15.09. Entire Agreement 53 Section 15.10. Amendments 53 Section 15.11. Waiver 53 Section 15.12. Creditors 53 Section 15.13. Further Action 54 Section 15.14. Right of Offset 54 Section 15.15. Descriptive Headings; Interpretation 54 SCHEDULE 1 EXHIBIT A BXXXX HXXXXX HOLDINGS LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April 15, 2020, is entered into by and among Bxxxx Hxxxxx Holdings LLC, a Delaware limited liability company (the “Company”), its Members (as defined herein) and each other Person who at an...
Sample 1
Limitation of Liability and Duties. The provisions of this Agreement, to the extent that they expand, restrict or eliminate the duties and liabilities of any Covered Person otherwise existing at law or in equity, are agreed by the Members to modify to that extent such other duties and liabilities of the Covered Persons to the extent permitted by Applicable Law. To the fullest extent permitted by Applicable Law and notwithstanding any other provision of this Agreement or applicable provisions of law or equity, whenever in this Agreement a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing (i) in his, her or its “sole discretion” or “discretion” or under a similar grant of authority or latitude or without any express standard being stated (including, without limitation, standards such as “reasonable” or “good faith”), such Covered Person will be entitled to consider such interests and factors, including his, her or its own interests, as such Covered Person desires and will have no duty or obligation to consider any other interests or factors affecting the Company or any other Person, or (ii) with an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), then the Covered Person will comply with such express standard and will not be subject to any other or different standard.
Sample 1
Limitation of Liability and Duties 
Sample 1Sample 2

Related to Limitation of Liability and Duties

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Limitation of Liability and Indemnity (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease.

  • Limitation of Liabilities 13.1 Notwithstanding anything herein to the contrary, except for damages resulting from (i) unauthorized use or disclosure of Confidential Information (including Customer Data), or (ii) damages resulting from death or bodily injury arising from either party’s gross negligence or willful misconduct, or (iii) SAP’s right to collect unpaid fees, under no circumstances and regardless of the nature of the claim shall either party (or their respective Affiliates or SAP’s licensor’s) be liable to each other to or any other person or entity under the Agreement for an amount of damages in excess of the fees paid for the applicable Services under the relevant Order Form or in the case of subscription based Services including managed services, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability, or, any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages.

  • Disclaimer Limitation of Liability IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA- CONTRACTUAL DAMAGES OF ANY KIND; OR (B) ANY LOSS OF DATA OR BUSINESS, DIMINUTION IN VALUE, LOSS OF PROFITS OR REVENUE, OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), WHETHER OR NOT FORESEEABLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT LIMITED BY APPLICABLE LAW, AND REGARDLESS OF THE BASIS FOR ANY CLAIM BY YOU (EVEN IF BASED ON NEGLIGENCE), OUR MAXIMUM AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER IS LIMITED TO $50.00 USD. THE LIMITATIONS IN THIS SECTION 5 (DISCLAIMER; LIMITATION OF LIABILITY) WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON- COMPANY SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND US AGAINST ANY CLAIM AND INDEMNIFY US FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON- COMPANY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT.

  • Warranty and Limitation of Liability PBI PROVIDES YOU WITH THE LIMITED WARRANTIES IN SECTION 1. PBGFS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INTERFERENCE OR INFRINGEMENT, AND PBGFS ISN’T LIABLE FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT.

  • WARRANTIES AND LIMITATION OF LIABILITY 1. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE SUPPLIED HEREUNDER IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH IN ANY MANUFACTURER WARRANTY FOR ANY EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON (BUT ONLY IF SUCH WARRANTY IS INCLUDED WITH SUCH EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON), VERIZON (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES) (COLLECTIVELY THE "VERIZON PARTIES"), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. ALSO, THERE IS NO WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY VERIZON OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY WITH RESPECT TO ADVICE PROVIDED.

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