Unauthorized Actions. None of the Members or officers of the Company, without the prior consent of the Management Committee, shall take any action on behalf of or in the name of the Company, or enter into any commitment or obligation binding upon the Company, except for (i) actions expressly authorized by this Agreement, (ii) actions by any Member (or officer) within the scope of such Member’s (or officer’s) authority expressly granted hereunder, and (iii) actions authorized by the Management Committee in the manner set forth herein. Each Member hereby indemnifies, defends, protects and holds wholly harmless the other Members and each such other Member’s Affiliates, shareholders, officers, directors, constituent members, Members, employees, agents, and representatives (including the representative(s) to the Management Committee appointed by such Member) from and against any and all losses, liability, damages, costs and expenses (including attorneys’ fees) arising out of the breach of any of the foregoing provisions by such indemnifying Member, any representative of the Management Committee selected by such Member or such Member’s Affiliates, shareholders, officers, directors, constituent members, Members, employees, agents, or representatives.
Unauthorized Actions. In addition, Customer agrees that it will not use the System to take any action that: (i) violates any applicable law or regulation or is legally libelous, defamatory, indecent, obscene or pornographic; (ii) would violate copyright, trademark, trade secret or other property right of any third party; (iii) involves the addition, removal or modification of identifying network header information in an effort to deceive; (iv) uses the System to access, or attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Ventiv's or another entity's computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in access to or the corruption or loss of data; (vi) uses the System to collect, or attempt to collect, personal information about third parties without their valid consent.
Unauthorized Actions. If a Member takes any action that is not -------------------- authorized under this Agreement and, as a consequence of such action, the Company incurs any liability or obligation to any Person, at the election of any other Member, the Member taking such unauthorized action will be solely responsible for the full amount of such liability or obligation and will indemnify the Company against any claim for satisfaction thereof. Subject to receipt of an assumption agreement, duly executed by such Member, to the effect set forth in the foregoing sentence, which assumption agreement is in form and substance reasonably satisfactory to the other Members, the Company will assign to such Member all the Company's rights in and to any asset, income or benefit arising from the incurrence of such liability or obligation (such assignment to be effected by an assignment duly executed by the Company, which assignment is in form and substance reasonably satisfactory to such Member). After such assignment, the Member to which such rights have been assigned may use or transfer such rights, subject, in any event, to any restriction on the use or transfer thereof imposed by this Agreement, the Parent Operating Agreement, or the Parents Agreement.
Unauthorized Actions. 23 ARTICLE 7:
Unauthorized Actions. If, at any time, a Party becomes aware of a breach or potential breach of Section 5.1 or 5.2, such Party shall immediately notify the other Party and cooperate with any reasonable actions to prevent or remedy any such breach.
Unauthorized Actions. You will not access (or attempt to access) the Site by any means other than the interface provided, and you will not use information from the Site for any purpose other than the purpose for which it was made available. You are solely responsible for all Content you transmit.
Unauthorized Actions. If a Member takes any action that is not authorized under this Agreement and, as a consequence of such action, the Company incurs any liability or obligation to any Person, at the election of a majority (by Ownership Interest) of the other Members (other than the Member taking such unauthorized action and any Affiliates of such Member), the Member taking such unauthorized action will be solely responsible for the full amount of such liability or obligation and will indemnify the Company against any claim for satisfaction thereof. Subject to receipt of an assumption agreement, duly executed by such Member, to the effect set forth in the foregoing sentence, which assumption agreement is in form and substance reasonably satisfactory to the other Members, the Company will assign to such Member all the Company's rights in and to any asset, income or benefit arising solely from the unauthorized action that resulted in the incurrence of such liability or obligation (such assignment to be effected by an assignment duly executed by the Company, which assignment is in form and substance reasonably satisfactory to such Member). After such assignment, the Member to which such rights have been assigned may use or transfer such rights as if such Member had originally taken such unauthorized action on its own behalf, rather than purportedly on behalf of the Company.
Unauthorized Actions. None of the Members, Managers or Officers shall, without the prior consent of the Board of Managers, take any action on behalf of or in the name of the Company, or enter into any commitment or obligation binding upon the Company, except for (i) actions expressly authorized by this Agreement, (ii) actions by any Manager (or Officer) within the scope of such Manager’s (or Officer’s) authority expressly granted hereunder, and (iii) actions authorized by the Board of Managers in the manner set forth herein.
Unauthorized Actions. Notwithstanding any other provision in this Agreement to the contrary, any Member or Manager who takes any action or binds the Company in violation of this Agreement shall be solely responsible for any and all losses, damages, and expenses incurred by the Company as a result of the unauthorized action, and such Member or Manager, as applicable, shall defend, indemnify, and hold harmless the Company with respect to any such loss, damage or expense.
Unauthorized Actions. No Partner (other than the General Partner) or officer of the Partnership or any other Person, without the prior consent of the General Partner, may take any action on behalf of or in the name of the Partnership, or enter into any commitment or obligation binding upon the Partnership, except for (a) actions expressly authorized by this Agreement, and (b) actions authorized by General Partner in the manner set forth in this Agreement. No Partner (including the General Partner) or officer of the Partnership or any other Person may take any action on behalf of or in the name of the Partnership, or enter into any commitment or obligation binding upon the Partnership, with respect to a matter constituting a Major Decision unless the same has been approved by all of the Partners.
