Duty of Care. It is understood and agreed that, in furnishing the Company with the services as herein provided, neither the Transfer Agent, nor any officer, director or agent thereof shall be held liable for any loss arising out of or in connection with their actions under this Agreement so long as they act in good faith and with due diligence, and are not negligent or guilty of any willful misconduct. It is further understood and agreed that the Transfer Agent may rely upon information furnished to it reasonably believed to be accurate and reliable. In the event the Transfer Agent is unable to perform its obligations under the terms of this Agreement because of an act of God, strike or equipment or transmission failure reasonably beyond its control, the Transfer Agent shall not be liable for any damages resulting from such failure.
Duty of Care. All Proprietary Information shall be retained by the Principal in a secure place with access limited to only such of the Principal’s employees (or Affiliates) who need to know such information for purposes of determining whether Principal shall elect to deliver an offer in accordance with the Offering Package.
Duty of Care. FTIS shall provide its services as transfer agent in accordance with the applicable provisions of Section 17A under the Securities Exchange Act of 1934, as amended. In performing the responsibilities delegated to it under this Agreement, FTIS shall at all times act in good faith and agrees to exercise reasonable care, diligence and expertise of a transfer agent having responsibility for providing transfer agent services to investment companies registered under the 1940 Act, but FTIS shall not be liable for any losses, claims, damages, liabilities or expenses arising out of its performance of or failure to perform its duties under this Agreement, except to the extent such damages arise out of its own negligence, bad faith, willful misfeasance or reckless disregard of duty or that of its employees, agents, representatives or delegates or violations of applicable laws, regulations or requirements of any governmental authority having jurisdiction over FTIS or the Investment Company, or breach of this Agreement. FTIS’s liability may arise from or in connection with this Agreement, or from any services under this Agreement provided or omitted to be provided during the term of this Agreement, whether in contract, or in tort, or otherwise.
Duty of Care. (a) The Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
Duty of Care. 1. The Member or Specified Corporate User is responsible for exercising due care in the use and storage of bicycles.
2. The Member’s responsibility to exercise due care will begin when the delivery procedure is complete and will end when the storing procedure for the bicycle is complete in accordance with the Individual Contract.
Duty of Care. (a) The Directors and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement.
(b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the Xxxxxxxx-Xxxxx Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SEC) in the Partnership’s Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated.
(c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.
Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties:
(a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise);
(b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice;
(c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion;
(d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement;
(e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the term...
Duty of Care. 12 Section 3.7. Indemnification.............................................12 Section 3.8. Fees, Expenses and Reimbursement............................15
Duty of Care. 5.1 The Service Provider shall carry out and complete the Services with due efficiency, diligence, in a good and professional manner, and to a high standard.
5.2 If the Service Provider is unable or fails to provide the Services in whole or in part in compliance with the Contract, the Service User may, without prejudice to its rights and remedies under this Agreement and at law, itself provide, directly or through third parties, the Services in whole or in part. All costs incurred in doing so may be deducted from any sums due to the Service Provider under this Agreement or, at the Service User’s option, shall be immediately recoverable from the Service Provider on demand being made by the Service user. In such circumstances, the Service Provider will be given the opportunity to rectify the services over a period of 28 days before the step in right is exercised.
5.3 The Service Provider's personnel employed in and about the provision of the Services shall be properly and sufficiently qualified, trained, competent, skilled, honest and experienced and the Service Provider shall ensure that at all times they each exercise care in the execution of their duties and tasks.
5.4 The Service user reserves the right to recover elements of the Funding if the Service Provider fails to deliver the Services in accordance with the provisions of this agreement.
Duty of Care. (a) No Director or officer of the Company shall be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of his or her services to the Company as a Director, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Director or officer constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Director's or officer's office.
(b) Members not in breach of any obligation hereunder or under any agreement pursuant to which a Member subscribed for Units shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.
