Manager Liability. Subject to the rights of Owner to terminate this Agreement, in no event shall the Manager or its Affiliates have any liability under this Agreement, any Operating Agreement or applicable Law, with respect to the provision of the Services under this Agreement or acting as contract operator for any claim, damage, loss or liability sustained or incurred in connection with its operations with respect to the Assets or the provision of the Services or any breach of any provision of this Agreement regarding the standard of performance of the Manager in performing the Services or operations under this Agreement (including any breach of Section 3.2) or any Operating Agreement, except to the extent (and only to the extent) such liability is attributable to or arises from the gross negligence or intentional misconduct of any Manager Indemnified Parties, and Owner, on its own behalf and on behalf of its Affiliates, releases the Manager and its Affiliates from such liability, except to the extent (and only to the extent) such liability is attributable to or arises from the gross negligence or intentional misconduct of any Manager Indemnified Party. Nothing in this Section 11.5 shall be deemed to be a release by Owner or any of its Affiliates of any claims against the Manager arising from a breach by the Manager of its obligation to pay amounts owing to Owner pursuant to the terms hereof.
Manager Liability. No Manager shall commit himself or herself, by reason of his or her functions, to any personal obligation in relation to the commitments regularly taken by him or her on behalf of the Company. A Manager shall only be liable for the performance of his or her duties.
Manager Liability. (a) A Manager of the Company shall not be liable to the Company or its members for monetary damages for breach of fiduciary duty as a Manager of the Company, except to the extent that such exemption from liability or limitation thereof is not permitted under the Act as currently in effect or as the same may hereafter be amended.
Manager Liability. (a) Except as otherwise specifically provided in this Agreement (including in the other subsections of this Section 11.1), the duties (including fiduciary duties) and obligations owed to the Company and Initial Member by the Manager shall be as provided in Section 3.1(b) hereof.
Manager Liability. 30 Section 10.1 Standard of Care 30 Section 10.2 General Disclaimer of Liability 30 Section 10.3 Reliance 31 Section 10.4 Engaging in Competition 31 Section 10.5 Indemnification of Manager 31
Manager Liability. Manager and its Predecessors shall not be responsible for claims directly or indirectly related to hazardous materials present at the Restaurant before the date that Manager or its Predecessors operated the Restaurant on Licensee’s behalf (the “Operating Period”). Manager and its Predecessors shall also not be responsible for claims directly or indirectly related to hazardous materials present at the Restaurant during the Operating Period unless the claim results from Manager’s or its Predecessor’s gross negligence. Licensee shall defend, indemnify and hold Manager and Predecessors harmless against claims for which Manager and its Predecessors have no responsibility.
Manager Liability. Notwithstanding anything herein to the contrary, the Manager shall not be liable to the Company or any Member (i) for mistakes of judgment, or for other acts or omissions not amounting to fraud, willful misconduct or gross negligence or for losses or liabilities due to such mistakes or other acts or omissions, so long as it acted in good faith, or (ii) due to the negligence, dishonesty or bad faith of any agent, employee or independent contractor retained or engaged to provide services, provided that reasonable care was exercised in selecting, employing, supervising or appointing such person.
Manager Liability. 12.1 The Manager shall not be under any liability on account of anything done or suffered or omitted to be done by the Manager in good faith in accordance with or in pursuance of any request or advice of the Company or its Directors. Whenever pursuant to any provision of this agreement any notice, instruction or other communication is to be given by or on behalf of the Company or its Directors or the Custodian to the Manager, the Manager may accept as sufficient evidence thereof:
Manager Liability. No Manager shall have any personal liability for the repayment of any Capital Contributions of any Member. ( ****ARTIV. : ROLE OF MEMBERSARTICLE VII ROLE OF MEMBERS ARTICLE ARTICLE SECTION 7.1.
Manager Liability. No Manager of the Company shall be liable to the Company or its Members for any monetary or other damages for an act or omission in the Manager's capacity as a Manager, except for liability of a Manager for an Exculpation Exception and only for an act that would constitute an Exculpation Exception. If the Act or other applicable law is amended to authorize action further eliminating or limiting the liability of the Managers, then the liability of each Manager of the Company shall be eliminated or limited to the fullest extent permitted by the Act or other applicable law, as so amended, except as provided herein. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Manager existing prior to or at the time of such repeal or modification, and such repeal or modification shall apply prospectively only. A “breach” of this Article occurs as to a Manager for the purposes of this Agreement where a Manager has committed an Exculpation Exception. Notwithstanding the foregoing, it shall be a defense to an Exculpation Exception that the Manager otherwise acted in accordance with the “business judgment rule” as outlined in Texas common law and, where Texas law is silent on a particular matter regarding the business judgment rule, as outlined under Delaware law.
