Advisory Responsibility Clause Samples

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.

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...

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.