Liability of Representative Sample Clauses

Liability of Representative. The Representative and its employees, agents and sub-contractors shall comply with all relevant provisions of this Agreement.
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Liability of Representative. You shall be under no liability (except for your own want of good faith and for obligations expressly assumed by you hereunder) for or in respect of: the validity or value of, or title to, any of the Securities; the form of, or the statements contained in, or the validity of, the Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or any other letters or instruments executed by or on behalf of the Company, any Selling Securityholder or other persons; the form or validity of the Underwriting Agreement or this Agreement; the delivery of the Securities; the performance by the Company, the Selling Securityholders or others of any agreement on its or their part; or any matter in connection with any of the foregoing. Nothing in this Section 13, however, shall be deemed to relieve you from any liability imposed by the Act.
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Liability of Representative. The Representative shall --------------------------- not have by reason of this Agreement a fiduciary relationship in respect of any Shareholder, except in respect of amounts received on behalf of such Shareholder. The Representative shall not be liable to any Shareholder for any action taken or omitted by him or any agent employed by him hereunder or under any other related document referred to herein, or in connection therewith, except that the Representative shall not be relieved of any liability imposed by law for gross negligence or willful misconduct. The Representative shall not be liable to the Shareholders for any apportionment or distribution of payments made by him in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Shareholder to whom payment was due, but not made, shall be to recover from the other Shareholders any payment in excess of the amount to which they are determined to have been entitled. The Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement.
Sample 1
Liability of Representative. The Representative shall incur no liability with respect to any action taken or suffered by him in his capacity as Representative in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for other action or inaction except his own willful misconduct or gross negligence. The Representative may, in all questions arising under this Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Representative based on such advice, the Representative shall not be liable to anyone. The Representative shall be indemnified and saved harmless by the Acquiree Shareholders from all losses, costs and expenses which he may incur as a result of involvement in any legal proceedings arising from the performance of his duties hereunder.
Sample 1
Liability of Representative. Except as expressly stated herein, or as may arise under the Securities Act, the Representative will not be under any liability for, or in respect of: the validity or value of the Units; the form of, or the statements contained in, the Registration Statement, any Preliminary Prospectus, the Prospectus (or any amendments or supplements thereto), or any supplemental sales data or other letters or instruments executed by, or obtained from, the Company; the form or validity of the Underwriting Agreement, the Selected Dealer Agreement or this Agreement; the eligibility of the Units for sale under the laws of any state or jurisdiction; the delivery of the Units; the performance by the Company or others of any agreement on its or their part; or any matter in connection with any of the foregoing, except the Representative's own lack of good faith.
Sample 1
Liability of Representative. Each of the parties comprising the Shamir Group and the Xxxxxxxxx Group, undertake to indemnify and hold harmless immediately upon first demand, each in respect of and according to their portion of the Shares comprising their respective group, their respective representative in respect of any damage and/or loss and/or expense, which may be incurred by their respective representative as a result of and/or in connection with their position as representative, except on account of an act/omission that was committed by him with gross negligence and/or with malicious intent.
Sample 1
Liability of Representative. Each Shareholder agrees that:
Sample 1
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Liability of Representative. The Representative shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Representative’s gross negligence or willful misconduct was the primary cause of any loss to the Debtors. In no event shall Representative be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if the Representative has been advised of the likelihood of such loss or damage and regardless of the form of action. Representative shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Representative may consult legal counsel selected by the Representative in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of the Representative’s duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Representative shall not be required to use the Representative’s own funds in the performance of any of the Representative’s obligations or duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in the Representative’s sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which it deems, in its sole and absolute discretion, to be satisfactory. Notwithstanding anything herein to the contrary, nothing herein shall alter, limit or otherwise affect any of the releases, waivers, exculpation, or other protections from liability under the Plan for the benefit of any person, including the CRO, including in his capacity as the Representative.
Sample 1

Related to Liability of Representative

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • Appointment of Representative (a) Selection Upon the occurrence of an Event of Default, a single representative shall be appointed to represent all of the Holders (the “Representative”). The Representative (i) may, but need not, be a Holder; (ii) shall not be affiliated with or related to the Company; and (iii) shall be selected by the Holders as follows:

  • Liability of Custodian The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

  • Liability of Rights Agent The Rights Agent shall act hereunder solely as agent, and its duties shall be determined solely by the provisions hereof. The Rights Agent shall not be liable for anything that it may do or refrain from doing in connection with this Agreement except for its own negligence or bad faith.

  • Exclusivity of Representations Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of the Company, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Company, the Company’s Subsidiaries, the Transactions, the Interests or any of Seller’s, the Company’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Company, the Company’s Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “Related Persons”), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), Seller and the Company (directly and on behalf of all Related Persons) each hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactions, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or in any other form in consideration or investigation of the Transactions) to Buyer or its Affiliates or Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Seller, the Company or any Related Person). Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of Seller, the Company or any Related Person has made or makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever.

  • Liability of Parties Without waiving any defenses including governmental immunity, each Party to this XXX agrees to be responsible for its own acts of negligence, which may arise in connection with any and all claims for damages, costs and expenses to person or persons and property that may arise out of or be occasioned by this XXX or any of its activities or from any act or omission of any employee or invitee of the Parties. The provisions in this paragraph are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractually or otherwise to any third party.

  • Letter of Representations Notwithstanding anything to the contrary in this Indenture or the Series Supplement, the parties hereto shall comply with the terms of each Letter of Representations applicable to such party.

  • 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.

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