Liability of Contributors’ Representative Sample Clauses

Liability of Contributors’ Representative. The Contributors’ Representative shall not incur any liability to Contributors with respect to any action taken in reliance upon any note, direction, instruction, consent, statement or other document believed by the Contributors’ Representative to be genuinely and duly authorized, or for any other action or inaction in its capacity as the Contributors’ Representative, excepting only the fraud or willful misconduct of the Contributors’ Representative. The Contributors’ Representative may, in all questions arising hereunder, rely on the advice of legal counsel and for anything done, omitted or suffered in good faith by the Contributors’ Representative based on such advice, the Contributors’ Representative shall not be liable to any Contributors while acting in its capacity as Contributors’ Representative. Each Contributor shall be liable in proportion to such Contributor’s Pro Rata Share for any expenses (including, without limitation, reasonable attorneys’ fees and expenses) paid or incurred by the Contributors’ Representative in connection with the performance of its obligations as Contributors’ Representative, including in the defense of any indemnification claim brought against Contributors under Article VII. The Contributors’ Representative shall have the right to demand payment from each Contributor in proportion to such Contributor’s Pro Rata Share.
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Related to Liability of Contributors’ Representative

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • Liability of Manager The Manager will not be liable to you for any act or omission, except for obligations expressly assumed by the Manager in the applicable AAU.

  • Liability of General Partner The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

  • Liability of the Company The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein.

  • LIABILITY OF THE PARTIES 5.1. The Parties shall be liable for non performance or improper performance of their obligations under this Agreement in accordance with the legislation of the Russian Federation.

  • Liability of Company The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Liability of Managers No Manager of the Company shall be personally liable for any debts, liabilities, or obligations of the Company, including under a judgment, decree, or order of the court.

  • Liability of Parties Without waiving any defenses including governmental immunity, each Party to this XXX agrees to be responsible for its own acts of negligence, which may arise in connection with any and all claims for damages, costs and expenses to person or persons and property that may arise out of or be occasioned by this XXX or any of its activities or from any act or omission of any employee or invitee of the Parties. The provisions in this paragraph are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractually or otherwise to any third party.

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