Common use of Disclaimer; Standard of Care Clause in Contracts

Disclaimer; Standard of Care. Neither of the Managers nor any Manager Designee makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers or the Manager Designees hereunder. In no event will the Managers, the Manager Designees or Indemnitees be liable to the Companies or any of their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Managers or the Manager Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Monitoring Agreement (Milagro Oil & Gas, Inc.), Management Services Agreement (Aleris International, Inc.)

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Disclaimer; Standard of Care. Neither of the Managers Manager nor any of its Manager Designee Designees makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers Manager or the Manager Designees hereunder. In no event will the ManagersManager, the its Manager Designees or related Indemnitees be liable to the Companies Company or any of their respective its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Managers Manager or the its Manager Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Parkway Properties Inc), Management Services Agreement (Parkway Properties Inc)

Disclaimer; Standard of Care. Neither of the Managers Manager nor any of its Manager Designee Designees makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers Manager or the Manager Designees hereunder. In no event will the ManagersManager, the its Manager Designees or related Indemnitees be liable to the Companies or any of their respective affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Managers Manager or the its Manager Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Management Services Agreement (Par Pharmacuetical, Inc.), Management Services Agreement (BioArray Solutions LTD)

Disclaimer; Standard of Care. Neither None of the Managers nor or any of their respective Manager Designee Designees makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers or the Manager Designees hereunder. In no event will the Managersany Manager, the its Manager Designees or related Indemnitees be liable to the Companies Holdings or any of their respective its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Managers such Manager or the its Manager Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Management Services Agreement (J Crew Group Inc), Credit Agreement (J Crew Group Inc)

Disclaimer; Standard of Care. Neither of the Managers Manager nor any Manager Designee makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers Manager or the Manager Designees hereunder. In no event will the ManagersManager, the Manager Designees or Indemnitees be liable to the Companies Company or any of their respective its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Managers or Manager, the Manager Designees or Indemnitees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Services Agreement (Nexeo Solutions Finance Corp)

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Disclaimer; Standard of Care. Neither None of the Managers nor any of their respective Manager Designee makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers or the Manager Designees hereunder. In no event will the Managers, the Manager Designees or Indemnitees be liable to the Companies Company or any of their respective its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Managers or the Manager Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Services Agreement (Harrahs Entertainment Inc)

Disclaimer; Standard of Care. Neither None of the Managers nor any of their respective Manager Designee Designees makes any representations or warranties, express or implied, in respect of the services to be provided by the Managers or the Manager Designees hereunder. In no event will the Managers, the Manager Designees or Indemnitees be liable to the Companies Company or any of their respective its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct of the Managers or the Manager Designees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Services Agreement (Harrahs Entertainment Inc)

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