Exculpation; Limitation of Liability. (a) Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or as Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence or willful misconduct as determined by a final, non-appealable decision by a court of competent jurisdiction.
Exculpation; Limitation of Liability. Notwithstanding anything to the contrary in this Contract or any document executed in connection with the Closing, neither Seller's nor Purchaser's direct or indirect shareholders, partners, members, beneficiaries and owners, nor their respective trustees, officers, directors, employees, agents, security holders, partners, members, managers or advisors, assume any personal liability for any obligations entered into on behalf of Purchaser or Seller under this Contract or any document executed in connection with the Closing, and their respective individual assets shall not be subject to any claims of any person relating to such obligations. In no event shall either Seller or Purchaser be liable to the other for any consequential, exemplary or punitive damages in respect of any claim arising under this Contract or any document executed in connection with the Closing. Moreover, after Closing, Seller's liability however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any failure, breach, agreement, representation, warranty, covenant or indemnification provided herein, at law or in equity or any other claim or basis arising under this Contract, at law, or in equity, shall not exceed, in the aggregate, the Liability Cap except that said Liability Cap shall not apply with respect to Seller’s obligations under Section 5(g), Section 5(h), or Section 9. Purchaser shall not have any right to pursue or recover, to any extent, from Seller at any time after Closing in connection with this Contract, any document executed in connection with the Closing, or the transactions contemplated hereby or thereby, an amount, in the aggregate, from Seller in excess of the Liability Cap except as set forth in the previous sentence. The provisions of this Section 28(b) shall survive the Closing or any termination of this Contract.
Exculpation; Limitation of Liability. The Escrow Agent shall not be liable, directly or indirectly, for any (i) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have directly resulted from the Escrow Agent’s breach of this Agreement, gross negligence, bad faith, fraud or willful misconduct, or (ii) special, indirect or consequential damages or losses of any kind whatsoever (including without limitation lost profits), even if the Escrow Agent has been advised of the possibility of such losses or damages and regardless of the form of action. The Escrow Agent shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence beyond its control (including, but not limited to, any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility).
Exculpation; Limitation of Liability. (i) The Stockholders’ Representative shall incur no liability to the Company Stockholders with respect to any action taken or suffered by it in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Stockholders’ Representative to be genuinely and duly authorized by at least a majority in interest of the Company Stockholders (determined on the basis of the number of shares of Company Capital Stock owned by each Company Stockholder immediately prior to the Effective Time) (the “Majority in Interest”), nor for other action or inaction taken or omitted in good faith in connection with this Agreement or the Escrow Agreement, in any case except for liability to the Company Stockholders for the Stockholders’ Representative’s own fraud or willful misconduct. In the exercise or performance of his powers, rights, duties and privileges hereunder and under the Escrow Agreement, the Stockholders’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Company Stockholder. The Stockholders’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof or of the Escrow Agreement has been duly authorized to do so.
Exculpation; Limitation of Liability. Except as otherwise provided herein or in the other Transaction Documents, and to the maximum extent permitted by the Act, no present or former Manager or Officer, nor any such Manager’s Affiliates, employees, agents or representatives, shall be liable to the Company or to any Member for any good faith act or omission performed or omitted, nor for any errors of judgment, by such Person in its capacity as a Manager or Officer; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s gross negligence or reckless conduct, intentional misconduct or knowing violation of Law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected).
Exculpation; Limitation of Liability. Each Party agrees, on behalf of itself and its Affiliates, that in performing any duties hereunder, to the maximum extent permitted by applicable law, DGSE and its Representatives, including the Interim Executives, shall not be directly or indirectly liable to any Party, or any Affiliates of any Party, for damages, losses, expenses or other Liabilities, whether sounding in tort, contract or otherwise, arising from their acts or omissions, including for their active negligence, violations of federal or state securities laws, breaches of fiduciary duties, or other wrongful act of DGSE or any such Representative, except for the acts of gross negligence or willful misconduct of such Person. DGSE or its Representatives may consult with legal counsel (whether such counsel will be regularly retained or specifically employed and whether such counsel is engaged by DGSE or Superior) in connection with providing the Services and shall be fully protected in any act taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. IN NO EVENT SHALL DGSE OR ANY INTERIM EXECUTIVE BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER (OTHER THAN FOR DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY DGSE OR THE INTERIM EXECUTIVE), (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (iii) DAMAGES WHICH IN THE AGGREGATE WOULD EXCEED THE AMOUNT OF FEES PAID TO DGSE UNDER THIS AGREEMENT (OTHER THAN FOR DAMAGES CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY DGSE OR THE INTERIM EXECUTIVE). Each Party hereby agrees to defend, indemnify and hold harmless DGSE and its Representatives for any Liabilities to any Affiliate of such Party to the extent the provisions of this Section 9 would limit such Liabilities if such Affiliate were a party and signatory hereto.
Exculpation; Limitation of Liability. If Indemnitee is, has been or in the future becomes a director of the Company or any of its subsidiaries, Indemnitee shall not be personally liable to the Company or any such subsidiary or to the stockholders of the Company or any such subsidiary for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of the Indemnitee (i) for any breach of the Indemnitee’s duty of loyalty to the Company or such subsidiary or the stockholders thereof; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) under Section 174 of the DGCL or any similar provision of other applicable corporations law; or (iv) for any transaction from which the Indemnitee derived an improper personal benefit. If the DGCL or such other applicable law shall be amended to permit further elimination or limitation of the personal liability of directors, then the liability of the Indemnitee shall, automatically, without any further action, be eliminated or limited to the fullest extent permitted by the DGCL or such other applicable law as so amended.
Exculpation; Limitation of Liability. (a) Each Party agrees, on behalf of itself and its Affiliates, that in performing any duties hereunder, to the maximum extent permitted by applicable law, Manager and its officers, directors, employees, representatives and agents shall not be directly or indirectly liable to any Party, or any Affiliates of any Party, for damages, losses, expenses or other Liabilities, whether sounding in tort, contract or otherwise, arising from their acts or omissions, including for their active negligence, violations of federal or state securities laws, breaches of fiduciary duties, or other wrongful act of Manager or any officer, directors, employees, representatives and agents thereof, except for the acts of gross negligence or willful misconduct of such Person. Manager and its officers, directors, employees, representatives and agents may consult with legal counsel (whether such counsel will be regularly retained or specifically employed) in connection with providing the Operations Services and shall be fully protected in any act taken, suffered, or permitted by it in good faith in accordance with the advice of counsel.
Exculpation; Limitation of Liability. (a) The Sellers’ Representative shall incur no liability to the Sellers with respect to any action taken or suffered by it in reliance upon any note, direction, instruction, consent, statement or other documents reasonably believed by the Sellers’ Representative to be genuinely and duly authorized by at least a Majority in Interest of the Sellers, nor for other action or inaction taken or omitted in connection with this Agreement, in any case except for liability to the Sellers for the Sellers’ Representative’s own fraud or willful misconduct. In the exercise or performance of its powers, rights, duties and privileges hereunder, the Sellers’ Representative shall be entitled to rely upon any document or instrument reasonably believed by him to be genuine, accurate as to content and signed by any Seller. The Sellers’ Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof Agreement has been duly authorized to do so.
Exculpation; Limitation of Liability. A. In providing the Secondment Services hereunder, Secondee and COAC shall have a right to rely on the truthfulness and accuracy of the books, records and other information received from DynCorp and its Affiliates, and shall be exculpated from any and all liabilities arising from or relating to any action or failure to act based on information contained in the records or books of account of DynCorp and its Affiliates, including financial statements, or on information supplied to Indemnitee by the officers of DynCorp and its Affiliates in the course of their duties, or on the advice of legal counsel for the DynCorp or its Affiliates or on information or records given or reports made to DynCorp and its Affiliates by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by DynCorp. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of DynCorp or its Affiliates shall not be imputed to COAC or Secondee for purposes of determining any right to indemnification or advancement of expenses under Appendix 2 to this Agreement.
