Survival; Limited Liability Sample Clauses

Survival; Limited Liability. The representations and warranties of Rockpoint set forth in Section 6.1 shall survive the Closing until the expiration of the Survival Period. As used herein the “Survival Period” shall mean: (a) with respect to the Fundamental Representations, the applicable statute of limitations (the “Fundamental Representations Survival Period”); and (b) with respect to all representations and warranties set forth in Section 6.1 that are not Fundamental Representations, nine (9) months. Subject to the terms and conditions of Section 5.5 of this Agreement, Buyer shall not have any right to bring any action against Rockpoint as a result of any Breaches, unless and until the aggregate amount of all Claimed Damage arising out of any Breaches constitutes a Material Breach. In addition, in no event shall Rockpoint’s aggregate liability for all such Breaches, including any liability under this Section 6.3, Section 5.5 or any other Section of this Agreement, exceed, in the aggregate, the Post-Closing Breach Liability Cap; provided, however, that liability under Section 9.6 shall not be subject to the Post-Closing Breach Liability Cap; and further provided that the Fundamental Representations shall be subject to the Fundamental Representations Cap. Rockpoint shall have no liability to Buyer with respect to any of Rockpoint’s representations, warranties and covenants herein if, prior to the Closing, Buyer had knowledge (as defined in Section 6.6) of such breach of a representation, warranty or covenant of Rockpoint herein and Buyer nevertheless consummate the transactions contemplated by this Agreement; provided, however, that the foregoing shall not limit Buyer’s right to terminate this Agreement prior to Closing for a Material Breach by Rockpoint, in accordance with the terms of Section 5.5 hereof. The Closing Surviving Rights/Obligations shall survive the Closing until the expiration of the applicable statute of limitations unless a specified period is otherwise provided in this Agreement. All other representations, warranties, covenants and agreements made or undertaken by Rockpoint under this Agreement, other than the Closing Surviving Rights/Obligations, shall not survive the Closing Date but shall merge into the Closing documents delivered at the Closing. Nothing in this Agreement shall be construed to impose liability on Rockpoint for any Taxes (or related interest, penalties or additions to Tax) of the Company or any Subsidiary for any period or portion thereof followi...
Sample 1
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Survival; Limited Liability. None of the members, managers, employees or agents of Rockpoint or Buyer, nor the shareholders, officers, directors, employees or agents of any of them, shall be liable under this Agreement and all parties hereto shall look solely to the assets of Rockpoint or Buyer, as the case may be, for the payment of any claim or the performance of any obligation of the respective party in accordance with the terms of this Agreement (including any limitations on liability set forth herein). The provisions of this Section 10.14 shall survive the Closing or the termination of this Agreement without limitation.
Sample 1

Related to Survival; Limited Liability

  • 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.

  • Limited Liability and Indemnification Section 7.01.

  • 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 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.

  • 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.

  • 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.

  • 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.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

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