Limitation on Liability of Manager. Unless arising as a result of their gross negligence, the Manager and the Institution shall not be liable to the Resident for any loss or damage, however caused to the Resident, the property of the Resident or to the property of the Resident’s guest(s) while in the Residence or on the lands on which the Residence is situated. Without limiting the generality of the foregoing, such property includes and is not limited to, personal property of the Resident (including their vehicle(s) and their contents) and damage includes and is not limited to; damage caused by the failure of the plumbing or heating system or any other building system, defects in the structure of the Building, water or snow penetration, exterior weather conditions, damage arising from any cause beyond the control of the Manager or Institution, and any damage or injury arising from the activities of employees, contractors or agents of the Manager and the Institution. The Resident agrees that by executing the Agreement and residing in the Residence, they are acknowledging that they understand and freely assume the risks associated with communal living, including but not limited to risks of potential exposure to physical, mental or emotional harm or injury, communicable diseases and other contagious viruses. Accordingly, the Resident on their own behalf and on behalf of their successors, beneficiaries and next of kin hereby waives their right to demand or make any claim against (and indemnifies, releases and covenants and agrees to hold harmless each of) the Manager, the Institution, their agents, contractors, officers, directors, governors, management, successors, assigns, students and employees from or in relation to any and all damages, physical or other harm, death, liability, claims, expenses or loss due to any cause whatsoever, including negligence, breach of contract, or breach of any statutory or other duty of care (collectively, “Claims”) arising under or related to this Student Residence Agreement and the provision of services or accommodation, including but not limited to exposure to communicable diseases and contagious viruses. The Resident further agrees to take all reasonable precautions and follow recommendations by public health authorities to mitigate the spread of communicable diseases while living in the Residence community. Failure to follow the Student Residence Agreement and measures related to said communicable diseases (including but not limited to Covid-19), or failure ...
Limitation on Liability of Manager. Unless arising as a result of their gross negligence, the Manager and the Institution shall not be liable to the Resident for any loss or damage, however caused, to the property of the Resident or to the property of the Resident’s guest(s) while in the Residence or on the lands on which the Residence is situated. Without limiting the generality of the foregoing, such property includes and is not limited to, vehicles and their contents and damage includes and is not limited to; damage caused by the failure of the plumbing or heating system or any other building system, defects in the structure of the Building, water or snow penetration, exterior weather conditions, damage arising from any cause beyond the control of the Manager or Institution, and any damage or injury arising from the activities of employees, contractors or agents of the Manager and the Institution.
Limitation on Liability of Manager. No Manager of the Company shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided that nothing contained herein shall eliminate or limit the liability of a Manager: (a) for any breach of the Manager’s duty of loyalty to the Company or its Members; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; and (c) for any transaction from which the Manager derived an improper personal benefit.
Limitation on Liability of Manager. Provided that it has acted in good faith, and not directly contrary to any express prohibitions contained in this Limited Liability Company Agreement, the Manager shall not be liable to the Company or the Members for any mistakes in judgment or for any failure to perform any of its obligations hereunder, or for any loss due to such mistake or failure to perform, or due to the negligence, dishonesty, fraud or bad faith of any other Person, including any other Member, employee, agent or independent contractor of the Company or the Manager or any other Person with whom the Company or the Manager transacts business.
Limitation on Liability of Manager. Nothing contained in this Section 6 shall limit either party's rights and remedies for breach of any provision of this Agreement by the other party, provided that Manager shall have no liability to Owner if Manager's action was taken or omitted to be taken in the operation and management of the business and affairs of Owner, including the operation of the Theatres, unless such action or omission resulted from Manager's own gross negligence, bad faith or willful misconduct. For purposes of this Agreement, any action taken by Manager which has been expressly approved or authorized by Owner or which is in accordance with customary practices of the motion picture theatre industry shall not be deemed to constitute gross negligence, bad faith or willful misconduct.
Limitation on Liability of Manager. Manager, its agents, servants and employees shall have absolutely no liability to Owner for any loss or expense related to the Property or any obligations arising out of or relating to this Agreement or otherwise, unless such loss or expense is caused solely by Manager’s gross negligence, fraud or willful misconduct. WHEREFORE, the parties have executed this Agreement as of the Effective Date. OWNER: [Series LLC] By: _____________________________ Name: ___________________________ Its: ______________________________ MANAGER: Arrived Holdings, Inc. By: _____________________________ Name: ___________________________ Its: ______________________________ EXHIBIT A
Limitation on Liability of Manager. Notwithstanding any provision in this Agreement to the contrary and except to the extent prohibited in the charter (i.e. articles of incorporation or similar document) of the [REIT parent entity], the liability of Manager for any losses, liabilities, obligations, claims, judgments, costs, expenses or damages (including reasonable legal fees and expenses) incurred by Owner, directly or indirectly, as a result of, arising out of or relating to this Agreement, a breach by Manager hereunder, the Premises, and/or the performance of services hereunder shall be limited, in the aggregate, to a sum equal to the Management Fee, Leasing Fees and other fees which have theretofore actually been paid to Manager pursuant to this Agreement.
Limitation on Liability of Manager. Each Manager shall engage in conduct consistent with the duties identified in this Agreement, particularly including those duties identified in Section 10.1(a). The Company and the Members contemplate that none of the Members has any fiduciary duty to the Company and/or the Members thereof. To the extent that a Manager is ever determined to have such a fiduciary duty, the Manager shall be liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided, however, that nothing contained herein shall eliminate or limit the liability of a Manager (a) for any breach of the duty of loyalty to the Company or its Members, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and (c) for any transaction from which the Manager derived an improper personal benefit. To the extent that a Manager is determined to have a fiduciary duty to the Company, the Manager shall be liable to the Company and its Members for monetary damages for breach of fiduciary duty as a Manager.
Limitation on Liability of Manager. (a) Notwithstanding any provision of this Article 4, and except in case of gross negligence or Willful Misconduct, the Manager shall not be liable to the Company or to any Member for, and the Company shall indemnify and hold harmless the Manager to the fullest extent permitted by applicable Legal Requirements in respect of, any act or omission, including any failure to fulfil any of the power and duties set forth in Sections 4.2 and 4.3, which has or may result in or otherwise cause or contribute to any damages, claims, loss, liabilities, fines, injuries, costs, penalties or expenses of any nature whatsoever (including in relation to environmental or human rights matters), so long as the Manager is, and is causing the Company to, operate the Properties in good faith and in a manner consistent with past practice at the Properties.
Limitation on Liability of Manager. The Manager and its Affiliates, agents and employees shall not be liable, responsible or accountable in damages or otherwise to the Company or any of the Members or their successors or assigns for any acts performed or omitted within the scope of its authority as Manager, or otherwise conferred on the Manager and such Affiliates, agents and employees by this Agreement, provided that the Manager or such Affiliates, agents or employees shall act in good faith and shall not commit an act or omission of willful misconduct or gross negligence.
