General Exculpation. Notwithstanding any provision hereof to the contrary, in no circumstances shall a member, shareholder, limited partner, director, officer, employee or agent (“Special Party”) of a Member or of a Special Party of a Member hereto be personally liable for any of the obligations of Member under this Agreement except to the extent, if any, provided in any separate agreement now or hereafter executed and delivered by such Special Party nor shall any Special Party of a Member be liable to any other Member (the other Members herein agreeing to indemnify such Special Party from and against any such liability) for any act or omission, negligent, tortious or otherwise, of such Special Party unless, in each case, the same results from fraud, Gross Negligence or willful or intentional misconduct by such Special Party.
General Exculpation. Notwithstanding any other provision hereof or of any Security Document, but subject to Section 6.5 hereof, the Collateral Agent shall not be liable to any Credit Party, any Secured Creditor or any other Person for any action taken or omitted to be taken by it hereunder or under any Security Document or in connection herewith or therewith unless caused by its own gross negligence or willful misconduct.
General Exculpation. Notwithstanding anything to the contrary contained in this Agreement, no officer, director, shareholder, employee, agent, member or partner of any Member of the Company shall have any liability of any kind or nature under this Agreement, provided that the foregoing exculpation shall not insulate any Person from its obligation to return to the Company and/or the Subtier Entities funds of the Company and/or the Subtier Entities that are wrongfully or improperly taken from the Company and/or the Subtier Entities by such Person.
General Exculpation. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE TO THE DEBTOR, THE LENDERS OR ANY LENDER FOR ANY ACTION TAKEN OR OMITTED IN CONNECTION HEREWITH OR THEREWITH, WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE, INCLUDING ANY ACTION WHICH ARISES FROM THE NEGLIGENCE OF THE ADMINISTRATIVE AGENT BUT EXCLUDING ANY ACTION OR INACTION TO THE EXTENT SUCH ACTION OR INACTION IS DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON.
General Exculpation. Notwithstanding any provision hereof to the contrary, in no circumstances shall a member, shareholder, partner, director, officer, employee or agent ("Special Party") of a Member (direct or indirect) or of a Special Party of a Member hereto (direct or indirect) be personally liable for any of the obligations of such Member under this Agreement except to the extent, if any, provided in any separate agreement now or hereafter executed and delivered by such Special Party.
General Exculpation. Notwithstanding any other provision hereof or of any other Security Document neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable to any Credit Party or the Noteholders for any action taken or omitted to be taken by it or them hereunder or under any other Security Document or in connection herewith or therewith unless caused by its or their own gross negligence or willful misconduct.
General Exculpation. Notwithstanding any other provision hereof or of any other Security Document, neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except as such action or omission are caused solely from its or their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
General Exculpation. 22 12.23 Partition...................................................22 Exhibits Exhibit A - Description of Killington Property and ASCRP Property Exhibit A-1 - Description of Cherry Knoll Property Exhibit B - Designated Representatixxx Xxxxxxx C - Tax Exhibit LIMITED LIABILITY COMPANY AGREEMENT OF SP LAND COMPANY, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of SP LAND COMPANY, LLC, a Delaware limited liability company (the "Company"), is executed as of March 31, 2004, by and among AMERICAN SKIING COMPANY RESORT PROPERTIES, INC., a Maine corporation ("ASCRP"), and KILLINGTON, LTD., a Vermont corporation ("Killington")
General Exculpation. 27 12.23 Partition...................................................27 12.24 Securities Trading of Membership Interests..................27 Exhibits Exhibit A - Description of Development Property Exhibit B - Designated Representations Exhibit C - Tax Exhibit Exhibit D - List of Certain Agreements Affecting Development Property LIMITED LIABILITY COMPANY AGREEMENT OF CHERRY KNOLL ASSOCIATES LLC THIS LIMITED LIABILITY COXXXXX XXXXXXENT (this "Agreement") of CHERRY KNOLL ASSOCIATES LLC, a Delaware limited liabilixx xxxxxxx (the "Company"), is executed as of March 31, 2004, by and among SP LAND COMPANY, LLC, a Delaware limited liability company ("SP"), and KILLINGTON, LTD., a Vermont corporation ("Killington").
General Exculpation. Notwithstanding any provision hereof to the contrary, in no circumstances shall any direct or indirect shareholder, limited partner, member, director, officer, employee or agent (“Special Party”) of Owner or Development Manager be personally liable for any of the obligations of Owner or Development Manager under this Agreement except to the extent, if any, provided in any separate Agreement now or hereafter executed and delivered by such Special Party.
