Limited Liability Provisions Sample Clauses

Limited Liability Provisions. Buyer agrees that for a period of six (6) years from the Closing Date that it will not amend or modify in any way adverse to Seller or its Affiliates the exculpation or indemnification provisions set forth in the limited liability company agreement of the Surviving Entity.
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Limited Liability Provisions. Each party to this Agreement shall be liable under this Agreement only to the extent that obligations are explicitly imposed upon such party. All monetary obligations of TSAHC incurred hereunder, and any remedies arising against TSAHC by reason of its default, shall be payable solely out of, and all liability of TSAHC shall be limited to, revenues and receipts derived from the transactions contemplated and performed pursuant to the Program Documents. TSAHC shall not be held liable for any expenses incurred by the Lender under the Program. TSAHC shall not be liable to the Lender, or any other person, for the taking of any action, or for refraining to take any action, in good faith pursuant to this Agreement, or for errors in judgment. In addition, in the event TSAHC is entitled to indemnification hereunder, the officers, directors, employees, and agents of TSAHC shall also be entitled to indemnification hereunder to the same extent and under the same circumstances as such party. No director, officer, employee or agent of a party to this Agreement shall be personally liable for the obligations of such party under this Agreement, or for any action taken by such director, officer, employee or agent, or any such person refraining to take any action pursuant to this Agreement, or for errors in judgment by any such person. In addition to the foregoing provisions of this Section 23, and notwithstanding any provision of this Agreement to the contrary, and in accordance with Section 2306.561 of the Act (a) the directors, officers, and employees of TSHAC are not personally liable for bonds or other obligations issued or contracts, guaranties, or insurance executed by TSAHC, or for any other action taken in accordance with the powers and duties authorized by Subchapter Y or in the good faith belief that that action was taken in accordance with the powers and duties authorized by Subchapter Y, (b) the directors and officers of TSAHC are immune from civil liability to the same extent that a volunteer who serves as an officer, director, or trustee of a charitable organization is immune from civil liability under Chapter 84, Texas Civil Practice and Remedies Code; (c) the civil liability of an employee of TSAHC is limited to the same extent that the civil liability of an employee of a charitable organization is limited under Chapter 84, Texas Civil Practice and Remedies Code, and (d) the limitations on liability contained in this section do not limit or impair the limitat...
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Related to Limited Liability Provisions

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Liability Provisions (a) Notwithstanding any provision of the Main Agreement or this Schedule C, BNYM shall not be liable under this Schedule C under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, for exemplary, punitive, special, incidental, indirect or consequential damages, or for any other damages which are not direct damages regardless of whether such damages were or should have been foreseeable and regardless of whether any entity has been advised of the possibility of such damages, all and each of which damages is hereby excluded by agreement of the parties.

  • Limited Liability Indemnification (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee in its capacity as a person of the type described in the definition of the term, “Indemnitee,” provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.

  • Unlimited Liability Neither party will exclude or limit its liability for damages resulting from:

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