Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
Limitation on Liability; Release. Each Seller acknowledges and agrees that the Member Representative is not liable to Sellers or Buyer for any act the Member Representative does or fails to do under this Agreement. The Sellers severally and not jointly (in accordance with their pro rata Membership Interests immediately before the Closing (“Pro Rata Share”) indemnify the Member Representative and hold him harmless against any Losses incurred without gross negligence or bad faith (as determined by a court of competent jurisdiction) on the Member Representative’s part and arising out of or in connection with his acceptance or administration of his duties under this Agreement. Each Seller’s obligation with respect to the Member Representative under this Section 6.25(B) survives the Closing and continues indefinitely (and does not merge into any instrument of conveyance or limited in duration by any applicable statute of limitations or otherwise).
Limitation on Liability; Release. 19 Section 9.01. No Personal Liability. 19 Section 9.02. Release. 19 Section 9.03. Limitation of Liability. 19 Section 9.04. Survival. 19 ARTICLE 10 INDEMNIFICATION 19 Section 10.01. Obligation to Indemnify 19
Limitation on Liability; Release. 16 Section 11.01. Limited Liability of the City 16 Section 11.02. Release 17 ARTICLE 12 INDEMNIFICATION 17 Section 12.01. Obligation to Indemnify 17 Section 12.02. Contractual Liability 18 Section 12.03. Defense of Claim, Etc. 18 Section 12.04. Notification and Payment 18 Section 12.05. Survival 18 ARTICLE 13 CONSENTS AND APPROVALS 18 Section 13.01. Effect of Granting or Failure to Grant Approvals or Consents 18 Section 13.02. Remedy for Refusal to Grant Consent or Approval 19
Limitation on Liability; Release. 17 Section 11.01. Limited Liability of DDC and the City. 17 Section 11.02. Release. 17 ARTICLE 12 INDEMNIFICATION 17 Section 12.01. Obligation to Indemnify. 17 Section 12.02. Contractual Liability. 18 Section 12.03. Defense of Claim, Etc. 18 Section 12.04. Notification and Payment. 18 Section 12.05. Survival. 18 ARTICLE 13 CONSENTS AND APPROVALS 19 Section 13.01. Effect of Granting or Failure to Grant Approvals or Consents. 19 Section 13.02. Remedy for Refusal to Grant Consent or Approval. 19 Section 13.03. No Unreasonable Delay; Reasonable Satisfaction; Discretion. 19 Page ARTICLE 14 INVESTIGATIONS; REFUSAL TO TESTIFY 19 Section 14.01. Cooperation. 19 Section 14.02. Hearings. 19 Section 14.03. Adjournments of Hearing, Etc. 20 Section 14.04. Penalties. 20 Section 14.05. Criteria for Determination. 20 Section 14.06. Definitions. 21 Section 14.07. Failure to Report Solicitations. 21 ARTICLE 15 EVENTS OF DEFAULT AND CERTAIN REMEDIES 22 Section 15.01. Events of Default. 22 Section 15.02. Certain Remedies. 23 Section 15.03. Remedies Not Exclusive. 23 Section 15.04. Survival. 23
Limitation on Liability; Release. The Equityholders Representative shall not be liable to any Equityholder for any act of the Equityholders Representative taken in good faith and in the exercise of his reasonable judgment and arising out of or in connection with the acceptance or administration of his duties under this Agreement (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith and reasonable judgment), except to the extent of any Damages actually incurred by such Person as a proximate result of the gross negligence or bad faith of the Equityholders Representative. By virtue of the adoption of this Agreement by the Company’s stockholders, and without further action of any Equityholder, each Equityholder shall be deemed to hereby (i) agree that the Equityholders Representative (and the members thereof) shall not be liable for, and may seek indemnification from the Equityholders for, any Damages incurred by the Equityholders Representative (or any member thereof) while acting in good faith and in the exercise of his or his reasonable judgment and arising out of or in connection with the acceptance or administration of his or his duties under this Agreement, and (ii) release the Equityholders Representative from any Liability for any action taken or not taken by the Equityholders Representative in his capacity as such under or in connection with this Agreement, in each such case except to the extent that any such Damages are the proximate result of the gross negligence or bad faith of the Equityholders Representative.
Limitation on Liability; Release. 20 Section 9.01. No Personal Liability. 20 Section 9.02. Release. 20 Section 9.03. Limitation of Liability. 20 Section 9.04. Survival. 20 ARTICLE 10 INDEMNIFICATION 20 Section 10.01. Obligation to Indemnify 20 Section 10.02. Contractual Liability. 20 Section 10.03. Defense of Claim, Etc. 21 Section 10.04. Notification and Payment. 21 Section 10.05. Survival. 21 ARTICLE 11 BOOKS AND RECORDS; INSPECTIONS, AUDITS AND COMPLIANCE 21 Section 11.01. Maintenance of Books and Records 21 Section 11.02. Inspections and Audits. 22 Page No. Section 11.03. Inventory of City-Funded Equipment and City-Funded Vehicles 22 Section 11.04. Compliance Report. 23 Section 11.05. Survival. 23
Limitation on Liability; Release. 19 Section 11.01. Limited Liability of DDC and the City. 19 Section 11.02. Release. 19 ARTICLE 12 INDEMNIFICATION 19 Section 12.01. Obligation to Indemnify. 19 Section 12.02. Contractual Liability. 20 Section 12.03. Defense of Claim, Etc. 20 Section 12.04. Notification and Payment. 20 Section 12.05. Survival. 20
Limitation on Liability; Release. 64 SECTION 11.03.
Limitation on Liability; Release. (a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum, aggregate amount of the obligations any Guarantor is hereunder obligated as co-issuer shall not exceed the maximum amount that such Guarantor can be so obligated as co-issuer (after giving effect to all its Guarantees of Debt under the Senior Debt) without rendering this Indenture, as it relates to any Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
