Common use of Disclaimer; Standard of Care Clause in Contracts

Disclaimer; Standard of Care. Neither the Manager nor any of its Manager Designees makes any representations or warranties, express or implied, in respect of the services to be provided by the Manager or the Manager Designees hereunder. In no event will the Manager, 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, bad faith or willful misconduct of the Manager, its Manager Designees or related Indemnitees, as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (AV Homes, Inc.), Management Services Agreement (AV Homes, Inc.)

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Disclaimer; Standard of Care. Neither None of the Manager Managers nor any of its their respective Manager Designees makes any representations or warranties, express or implied, in respect of the services to be provided by the Manager Managers or the Manager Designees hereunder. In no event will the any Manager, 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, bad faith negligence or willful misconduct of the Manager, such Manager or its Manager Designees or related Indemnitees, as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Management Services Agreement (IMS Health Holdings, Inc.), Management Services Agreement (J. Crew Inc.)

Disclaimer; Standard of Care. Neither None of the Manager Managers nor any of its their respective Manager Designees Designee makes any representations or warranties, express or implied, in respect of the services to be provided by the Manager Managers or the Manager Designees hereunder. In no event will the ManagerManagers, its the 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, bad faith negligence or willful misconduct of the Manager, its Managers or the Manager Designees or related Indemnitees, as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Management Services Agreement (LVB Acquisition, Inc.), Management Services Agreement (Alltel Corp)

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

Appears in 1 contract

Samples: Management Services Agreement (VPNet Technologies, Inc.)

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

Appears in 1 contract

Samples: Management Services Agreement (Axcan Intermediate Holdings Inc.)

Disclaimer; Standard of Care. Neither of the Manager Managers nor any of its Manager Designees Designee makes any representations or warranties, express or implied, in respect of the services to be provided by the Manager Managers or the Manager Designees hereunder. In no event will the ManagerManagers, its the 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, bad faith negligence or willful misconduct of the ManagerManagers, its the Manager Designees or related Indemnitees, Indemnitees as determined by a final, non-appealable determination of a court of competent jurisdiction.

Appears in 1 contract

Samples: Management Services Agreement (Northern Tier Energy, Inc.)

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