Proxyholder’s Liability Clause Samples
The Proxyholder’s Liability clause defines the responsibilities and potential legal exposure of a proxyholder when acting on behalf of another party, typically in voting or decision-making scenarios. This clause outlines the circumstances under which the proxyholder may be held liable for actions taken, such as if they act outside their authority, breach fiduciary duties, or engage in misconduct. By clearly establishing the limits and conditions of liability, the clause helps protect both the proxyholder and the party granting the proxy, ensuring accountability while also providing reassurance to those delegating authority.
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Proxyholder’s Liability. The Proxyholder shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which the Proxyholder may do or refrain from doing in good faith, nor shall the Proxyholder have any accountability hereunder, except for his own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning the Proxyholder’s acts pursuant to his rights and powers as Proxyholder, such acts shall be deemed reasonable and in the best interests of the Stockholders unless proved to the contrary by clear and convincing evidence.
Proxyholder’s Liability. In voting the Shares in accordance with Section 1 hereof, Proxyholder shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which Proxyholder may do or refrain from doing in good faith, nor shall Proxyholder have any accountability hereunder, except for his own bad faith, gross negligence or willful misconduct. Proxyholder is expressly intended as a third party beneficiary of this Agreement.
Proxyholder’s Liability. Sportswear Holdings, in its capacity as a proxyholder pursuant to Article I, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or Law nor for anything which Sportswear Holdings may do or refrain from doing in good faith in its capacity as a proxyholder, nor shall Sportswear Holdings have any accountability hereunder, except for its own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning the Sportswear Holdings’ acts pursuant to its rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the other Existing Shareholders unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 3.3 shall survive the termination of this Agreement (or any provision hereof).
Proxyholder’s Liability. May, in his capacity as a proxyholder pursuant to Section 1.2, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which May may do or refrain from doing in good faith in his capacity as a proxyholder, nor shall May have any accountability hereunder, except for his own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning May’s acts pursuant to his rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the Shareholder unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 4.2 shall survive the termination of this Agreement (or any provision hereof).
Proxyholder’s Liability. Tri Capital, in its capacity as a proxyholder pursuant to Section 1.2, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which Tri Capital may do or refrain from doing in good faith in its capacity as a proxyholder, nor shall Tri Capital have any accountability hereunder, except for its own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning Tri Capital’s acts pursuant to its rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the Securityholder unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 3.1 shall survive the termination of this Agreement (or any provision hereof).
Proxyholder’s Liability. D▇▇▇▇, in his capacity as a proxyholder pursuant to Section 1.2, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which D▇▇▇▇ may do or refrain from doing in good faith in his capacity as a proxyholder, nor shall Dabah have any accountability hereunder, except for his own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning D▇▇▇▇’▇ acts pursuant to his rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the Stockholder unless proved to the contrary by clear and convincing evidence.
Proxyholder’s Liability. The Majority Stockholders, in their capacity as a proxyholder pursuant to Section 1.2, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which the Majority Stockholders may do or refrain from doing in good faith in their capacity as a proxyholder, nor shall the Majority Stockholders have any accountability hereunder, except for their own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning the Majority Stockholders’ acts pursuant to their rights and powers as proxyholders, such acts shall be deemed reasonable and in the best interests of the Voting Party unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 4.2 shall survive the termination of this Agreement (or any provision hereof).
Proxyholder’s Liability. ▇▇. ▇▇▇▇▇, in his capacity as a proxyholder pursuant to Section 1.2, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which ▇▇. ▇▇▇▇▇ may do or refrain from doing in good faith in his capacity as a proxyholder, nor shall ▇▇. ▇▇▇▇▇ have any accountability hereunder, except for his own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning ▇▇. ▇▇▇▇▇’▇ acts pursuant to his rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the Shareholders unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 4.2 shall survive the termination of this Agreement (or any provision hereof).
Proxyholder’s Liability. In voting the Shares in accordance with Section 1 hereof, the Proxyholder shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which the Proxyholder may do or refrain from doing in good faith, nor shall the Proxyholder have any accountability hereunder, except for Proxyholder’s own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning the Proxyholder’s acts pursuant to the Proxyholder’s rights and powers as a Proxyholder, such acts shall be deemed reasonable and in the best interests of Stockholder unless proved to the contrary by clear and convincing evidence.