Disclaimer; Standard of Care. Neither Manager nor any of their respective affiliates makes any representation or warranty, express or implied, in respect of the Services to be provided hereunder. In no event shall a Manager or any Indemnified Party be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission that does not constitute willful misconduct, bad faith or fraud of such Manager as determined by a final, non-appealable determination of a court of competent jurisdiction.
Appears in 3 contracts
Samples: Transaction and Management Fee Agreement (SMART Global Holdings, Inc.), Transaction and Management Fee Agreement (Interactive Data Holdings Corp), Transaction and Management Fee Agreement (Interactive Data Corp/Ma/)
Disclaimer; Standard of Care. Neither Manager None of the Managers nor any of their respective affiliates makes any representation or warranty, express or implied, in respect of the Services to be provided hereunder. In no event shall a any Manager or any Indemnified Party be liable to the Company Companies or any of its their affiliates for any act, alleged act, omission or alleged omission that does not constitute willful misconduct, bad faith faith, gross negligence or fraud of such Manager or any Indemnified Party as determined by a final, non-appealable determination of a court of competent jurisdiction.
Appears in 1 contract
Disclaimer; Standard of Care. Neither Manager None of the Managers nor any of their respective affiliates makes any representation or warranty, express or implied, in respect of the Services to be provided hereunder. In no event shall a any Manager or any Indemnified Party be liable to the Company Companies or any of its their affiliates for any act, alleged act, omission or alleged omission that does not constitute willful misconduct, bad faith faith, gross negligence or fraud of such Manager or any Indemnified Party as determined by a final, non-appealable determination of a court of competent jurisdiction.. (b)
Appears in 1 contract
Samples: Management Fee Agreement