Liability of Board Members Sample Clauses

Liability of Board Members. In carrying out their duties hereunder, no Board Member shall be liable to the Company or any other Member for any actions taken in good faith and reasonably believed to be in the best interests of the Company, or for errors of judgment, but shall be liable to the Company only if such Board Member shall be adjudicated by a court of competent jurisdiction that such Board Member’s action or failure to act involved fraud, willful misconduct, gross negligence, or material breach of that Board Member’s obligations under this Agreement or other material breach of that Board Member’s fiduciary duties.
Sample 1
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Liability of Board Members. The Trust Board Members shall be exculpated and indemnified by the Trust to the fullest extent permitted under applicable law. The Trust Board shall be authorized to purchase any insurance policies for the protection of the Trust Board Members, the Trustees, or any professionals employed by the Trust that the Trust Board deems necessary or advisable.
Sample 1
Liability of Board Members. 12.5.1 Provided that the auditors of the Company do not recommend otherwise and to the extent permitted under applicable law, the Buyer shall on the first annual general meetings of shareholders in the Company following the Closing Date discharge all members and alternate members of the board of directors of the Company in office prior to Closing from their personal liability for the period up to and including the Closing Date. 12.5.2 Provided that the members and alternate members of the board of directors of the Company have been discharged from personal liability according to Section 12.5.1 and subject to the statutory limitations of such discharge, the Buyer undertakes not to make, and undertakes to procure that the Company does not make, any claims (other than for fraud or gross negligence) against members and alternate members of the board of directors of the Company in office prior to Closing for their acts or omissions in their capacity as members and alternate members of the board of directors that took place on or before the Closing Date. 12.5.3 This Section 12.5 shall not in any way limit the rights of the Buyer to forward Claim to any Seller in respect of a breach of this Agreement.
Sample 1
Liability of Board Members. The Board and any member of the Board shall be entitled to rely upon the correctness of any information furnished by the Union or the Company. Neither the Board, nor any of its members, nor the Union nor any officer or other representative of the Union, nor the Company nor any officer or other representative of the Company, shall be liable because of any act, or failure to act, on the part of the Board or any of its members, or any person, except that nothing herein shall be deemed to relieve any such individual from any liability for his own failure to exercise a fiduciary responsibility with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
Sample 1
Liability of Board Members. Neither any of the Board nor the Declarant shall be personally liable to any Owner, or to any other party, for damage, loss or prejudice suffered or claimed on account of any act or omission of the Association, the Board, the Declarant or any other representative or employee of the Association.
Sample 1

Related to Liability of Board Members

  • Liability of Members The Members shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • Liability of Member The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

  • No Personal Liability of Directors, Officers Employees and Stockholders No director, officer, employee or stockholder of the Company shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Noteholder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

  • Liability of Sub-Adviser The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or the Trust in connection with the performance of this Agreement, except that the Sub-Adviser shall be liable to the Adviser or the Trust for any loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or any loss resulting from willful misfeasance, bad faith or negligence on the part of the Sub-Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

  • Liability of Adviser In the absence of (i) willful misfeasance, bad faith or gross negligence on the part of the Adviser in performance of its obligations and duties hereunder, (ii) reckless disregard by the Adviser of its obligations and duties hereunder, or (iii) a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended ("1940 Act"), the Adviser shall not be subject to any liability whatsoever to the Fund, or to any shareholder of the Fund, for any error or judgment, mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder including, without limitation, for any losses that may be sustained in connection with the purchase, holding, redemption or sale of any security on behalf of the Portfolio.

  • Liability of Partners No Limited Partner shall be liable for the debts, liabilities, contracts or any other obligations of the Partnership. Except as agreed upon by the Partners, and except as otherwise provided by the Act or by any other applicable state law, no Partner shall be required to make any other Capital Contributions or to loan any funds to the Partnership. No Partner shall have any personal liability for the repayment of its Capital Contributions or loans of any other Partner.

  • Liability of Resident The Resident is liable for any damage to the building structure, fittings, fixtures, finishes, furniture and equipment comprising the Resident’s Room, except only if such damage is caused by the proven negligence of the Institution or the Manager. The Resident is liable for any damage to the building structure, fittings, finishes, furniture and equipment beyond the confines of the Resident’s Room should the damage arise from the negligence or willful act of the Resident. The Manager and the Institution do not assume any responsibility for personal property that is lost, stolen or damaged from any cause. The Resident is strongly encouraged to obtain insurance to cover the above liabilities. Residence does not purchase such protection for personal property. The Resident must also take positive steps to ensure their safety by locking Room doors, and ensuring that only authorized persons enter their Room, suite and/or the building.

  • Liability of a Member The liability of each Member shall be limited as provided in the Delaware Act and as set forth in this Agreement. No Member shall be obligated to restore by way of Capital Contribution or otherwise any deficits in its Capital Account (if such deficits occur).

  • No Liability of Members All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

  • Liability of Advisor No provision of this Agreement shall be deemed to protect the Advisor against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

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