Advisory Responsibility Sample Clauses

Advisory Responsibility. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and with integrity, and shall not be responsible for any action of the Company in following or declining to follow any advice or recommendation of the Advisor. Neither the Advisor, its shareholders, directors, officers nor employees nor any of its Affiliates, nor any Person contracting with the Advisor for services and its shareholders, directors, officers and employees nor any of its Affiliates shall be liable to the Company or its Shareholders, except by reason of acts constituting gross negligence or willful misconduct. The Advisor hereby agrees to look solely to the assets of the Company for satisfaction of all claims against the Company, and in no event shall any Shareholder, Director, officer or agent of the Company have any personal liability for the obligation of the Company under this Agreement.
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Advisory Responsibility. The Advisor assumes no responsibility under this Agreement other than to use its best efforts to render the services called for hereunder in good faith. The Advisor shall not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Advisor. The Advisor, its officers, directors and employees, shall not be liable to the Company, the Company's Shareholders, or others, except by reason of acts constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of duty. The Advisor shall reimburse, indemnify and hold harmless the Company, its officers, directors and employees for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including reasonable attorneys' fees) (collectively, "Losses"), and respect of or arising from any acts or omissions of the Advisor or any of its Affiliates constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of duty. The Company shall reimburse, indemnify and hold harmless the Advisor, its officers, directors and employees, for and from any and all Losses in respect of or arising from any acts or omissions of the Advisor, its officers, directors and employees, made in good faith in the performance of the Advisor's duties under this Agreement and not constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of its duties.
Sample 1Sample 2
Advisory Responsibility. Management assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and with integrity, and shall not be responsible for any action of E12 in following or declining to follow any advice or recommendation of Management. Neither Management, its Affiliates (including, without limitation, E11), its or their respective partners, members, directors, officers, agents, representatives, contractors or employees shall be liable to E12 or its partners, except by reason of acts constituting willful misconduct or gross negligence. Management hereby agrees to look solely to the assets of E12 for satisfaction of all claims against E12, and in no event shall any partner, Director, officer or agent of E12 have any personal liability for the obligation of E12 under this Agreement. E12 hereby agrees to look solely to the assets of Management for satisfaction of all claims under or related to this Agreement, and in no event shall any of the following (collectively and individually, the “Non-Parties”) Shareholder, Director, officer, agent, representative, contractor or employee of Management or any Affiliate thereof (including, without limitation, E11) have any personal liability for any obligations or liabilities hereunder.
Sample 1
Advisory Responsibility. The Advisor assumes no responsibility under this Agreement other than to exercise reasonable efforts to render the services called for hereunder in good faith. The Advisor shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Advisor. The Advisor, its officers, directors, managers, members and employees, shall not be liable to the Company, the Board of Directors, its officers, the Shareholders, the holders of Senior Securities, or any other Persons, except by reason of acts proven by a court of competent jurisdiction to constitute bad faith, intentional misconduct, gross negligence or reckless disregard of duty. Subject to the provisions of the last two (2) sentences of this Article X, the Advisor shall reimburse, indemnify and hold harmless the Company, the Board of Directors, its officers, the Shareholders and the holders of Senior Securities, for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including reasonable attorneys' fees) (collectively, "Losses"), and in respect of or arising from any acts or omissions of the Advisor, its officers, directors, managers, members or employees, or any of its Affiliates, which are determined by a court of competent jurisdiction to constitute bad faith, intentional misconduct, gross negligence or reckless disregard of duty. The Company shall reimburse, defend, indemnify and hold harmless the Advisor, its officers, directors, managers, members, employees, contractors and agents, for and from any and all Losses in respect of or arising from any acts or omissions of the Advisor, its officers, directors, managers, members and employees, and its Affiliates, made in good faith in the performance of the Advisor's duties and responsibilities under this Agreement and not constituting bad faith, intentional misconduct, gross negligence or reckless disregard of its duties. The Company confirms that in performing services hereunder the Advisor (including its officers, directors, managers, members, employees and Affiliates) will be an agent of the Company for the purpose of the indemnification provisions of the Charter and Bylaws, as from time to time amended. Notwithstanding anything contained in this Article X to the contrary, the Advisor, nor its officers, directors, managers, members or Affiliates, shall be liable to the Company, the Board of Directors, its officers, the Shareholders, th...
Sample 1

Related to Advisory Responsibility

  • Regulatory Responsibility (a) Licensee, its Affiliates, and Sublicensees shall be the legal and beneficial owner of all Regulatory Approvals and Regulatory Materials for Licensed Product in the Territory, and Regulatory Materials relating to such Regulatory Approvals in the Territory shall be submitted by, and in the name of, Licensee (or its Affiliates or Sublicensees, as the case may be). All INDs and CTAs for the Existing Study shall be transferred to Licensee within *** days following the completion of the Existing Study, and thereafter the Licensee will be the sponsor under all INDs and CTAs relating to the Licensed Product. As such, Licensee shall be responsible for reporting all adverse drug reactions related to Licensed Products to the appropriate Regulatory Authorities in the relevant countries in the Territory, in accordance with Applicable Law of such countries. Licensee shall also be responsible for all meetings with Regulatory Authorities and all post-Regulatory Approval commitments to Regulatory Authorities.

  • Primary Responsibility The Company acknowledges that to the extent Indemnitee is serving as a director on the Company’s board of directors at the request or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the “Secondary Indemnitors”), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 15.

  • Regulatory Responsibilities Following the approval by the FDA of an ANDA, Xxxx shall be solely responsible, with Corium’s reasonable assistance, for maintaining the ANDA for the Product including any necessary periodic reporting requirements. Furthermore, Xxxx shall be responsible for all adverse event reporting as required by the Act. Xxxx agrees to perform these activities in conformance with cGMP, the ANDA specifications and the Act. Xxxx shall provide Corium with copies of all material correspondence from or to regulatory authorities in the Territory relating to the maintenance of the ANDA.

  • Own responsibility Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Secured Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

  • Tax Responsibility The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

  • Joint Responsibility If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

  • No Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

  • Trust Responsibilities In connection with its use of AVA, the Trust, through its service providers, shall:

  • Fiduciary Responsibilities No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

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