Liability of Managers and Members Sample Clauses

Liability of Managers and Members. The Administrator understands and agrees that the obligations of the Fund under this Agreement are not binding upon any Member or person serving on the Board ("Manager") of the Fund personally, but bind only the Fund and the Fund's property; the Administrator represents that it has notice of the provisions of the Limited Liability Company Agreement of the Fund disclaiming Member and Manager liability for acts and obligations of the Fund.
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Liability of Managers and Members. OFI understands and agrees that the obligations of the Fund under this Agreement are not binding upon any Member or person serving on the Board ("Manager") of the Fund personally, but bind only the Fund and the Fund's property; OFI represents that it has notice of the provisions of the Limited Liability Company Agreement of the Fund disclaiming Member and Manager liability for acts and obligations of the Fund.
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Liability of Managers and Members. Each Member's obligations under Section shall in no way be compromised, affected, impaired, discharged, extinguished or reduced by any of the following: (i) the release, compromise, settlement with, discharge or indulgence of any party from or under a Loan, whether such action occurs before or subsequent to any judgment; (ii) the modification or alteration, in any manner or respect, of the terms, provisions, conditions or contents of a Loan, or any agreement concerning any of the foregoing; (iii) any extension of time for payment of sums due in connection with a Loan; (iv) the failure, waiver or inability of a lender to exercise any right or remedy against a Member; (v) the Company or any Member's bankruptcy or insolvency or the discharge of any obligations hereunder or under a Loan; or (vi) any other act or omission of any of the Members with respect to any matter whatsoever.
Sample 1

Related to Liability of Managers and Members

  • NONLIABILITY OF MANAGER In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Trust, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder.

  • Liability of Manager The Manager will not be liable to you for any act or omission, except for obligations expressly assumed by the Manager in the applicable AAU.

  • Liability of Member and Managers Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

  • 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.

  • NON-LIABILITY OF MANAGER In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder.

  • Liability of the Manager No provision of this Agreement shall be deemed to protect the Manager 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.

  • 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.

  • Limitation of Liability of Manager As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder.

  • Liability of the Adviser (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

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