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.
(b) Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with the Loan Documents, (ii) the contents of any certificate, report or other document delivered under any of the Loan Documents, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any of the Loan Documents, (iv) the validity, enforceability, effectiveness or genuineness of any of the Loan Documents or any other agreement, instrument or document, (v) shall not be deemed to have made any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall Agent be responsible or liable to Lenders for any failure to monitor or maintain any portion of the Collateral or (vi) the satisfaction of any condition set forth in Article 3 or elsewhere in the Loan Documents, other than to confirm receipt of items expressly required to be delivered to Agent.
(c) Agent may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument, opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other than genuine and to have been signed or presented by the proper party or parties or, in the case of emails, cables, telecopies and telexes, to have been sent by the proper party or parties. Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Agent and conforming to the requirements of any of the Loan Documents. Agent may consult with counsel (which may be counsel for the Loan Parties), and any opinion or legal advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered by Agent under any of the Loan Documents in accord...
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.
(ii) The Stockholders’ Representative may, in all questions arising under this Agreement or the Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders’ Representative in accordance with such advice, the Stockholders’ Representative shall not be liable to any Company Stockholder.
(iii) If the Stockholders’ Representative is required by the terms of this Agreement or the Escrow Agreement to determine the occurrence of any event or contingency, the Stockholders’ Representative shall, in making such determination, be liable to the Company Stockholders only for his proven bad faith as determined in light of all the circumstances, including the time and facilities available to him in the ordinary conduct of business. In
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. 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. 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. 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. 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 gross negligence 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. NONE OF PURCHASER OR ITS AFFILIATES OR ANY EMPLOYEE WHICH IS THE SUBJECT HEREOF SHALL BE LIABLE TO SELLER, FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION LOSS OF TIME, INCONVENIENCE, LOSS OF USE OF ANY EQUIPMENT OR PROPERTY DAMAGE CAUSED BY SUCH EMPLOYEE, OR FOR ANY INDIRECT, SPECIAL, RELIANCE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM, OR THE PERFORMANCE BY ANY SUCH EMPLOYEE OF ANY TRANSITION SERVICE OR ANY OTHER ACTION OR OMISSION BY ANY SUCH EMPLOYEE, WHETHER IN AN ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF CONTRACT, OR DELAY, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE. THIS PARAGRAPH SHALL SURVIVE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT. IN ANY EVENT, THE LIABILITY OF PURCHASER WITH RESPECT TO THIS AGREEMENT FOR THINGS DONE IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, THE PERFORMANCE OR BREACH HEREOF, OR FROM THE SALE, DELIVERY OR PROVISION OF ANY TRANSITION SERVICE PROVIDED UNDER OR COVERED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PREVIOUSLY PAID TO PURCHASER BY SELLER FOR TRANSITION SERVICES PROVIDED HEREUNDER.
Exculpation; Limitation of Liability. Notwithstanding anything to the contrary contained in this Agreement, no officer, director, shareholder, employee, agent, manager, member or partner of Seller or Purchaser shall have any personal liability with respect to any of the obligations contained in this Agreement. Under no circumstances shall Seller or Purchaser be responsible for consequential, special or punitive damages, and Seller and Purchaser hereby waive any and all such claims against the other for such consequential, special or punitive damages. The provisions of this Section 37 shall survive the expiration of the term or any earlier termination of this Agreement.
Exculpation; Limitation of Liability
