Limitation of Duties; Waiver of Fiduciary Duties Sample Clauses

Limitation of Duties; Waiver of Fiduciary Duties. (a) To the fullest extent permitted by applicable law, the Partnership waives all fiduciary duties and all liability of any Partner (in their capacity as a Partner but not in their capacity as Officers of the Partnership, if applicable) for breaches of fiduciary duties; provided, however, that such waiver does not extend to liability for any action or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
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Limitation of Duties; Waiver of Fiduciary Duties. To the fullest extent permitted by law and, notwithstanding any provision of this Agreement or any other document executed in connection with this Agreement, including the Purchase Agreement (collectively, the “Transaction Documents”), to the contrary, no Partner (including the General Partner), in its capacity as a Partner, will have any duty, fiduciary or otherwise, to the Partnership or any other Partner or to any creditor of the Partnership (even if the Partnership is insolvent or near insolvency) in connection with the business and affairs of the Partnership or any consent or approval given or withheld pursuant to this Agreement or any other Transaction Document (and all such duties are hereby expressly eliminated). Each of the Partnership and the Partners acknowledges and agrees that each Partner (including the General Partner), acting in its capacity as a Partner, may decide or determine any matter subject to such Partner’s approval pursuant to any provision of this Agreement in such Partner’s sole and absolute discretion, it being the intent of all Partners that each Partner has the right to make any such determination solely on the basis of its own interests. Each of the Partnership and the Partners hereby agrees that any claims against, actions, rights to xxx, other remedies or other recourse to or against any Partner or any of its Affiliates for or in connection with any such decision or determination, in each case whether arising in common law or equity or created by rule of law, statute, constitution, contract (including this Agreement) or otherwise, are in each case expressly released and waived by the Partnership and each Partner, to the fullest extent permitted by law, as a condition of, and as part of the consideration for, the execution of this Agreement and the incurring by the Partners of the obligations provided in this Agreement; provided, however, that nothing contained herein will release or otherwise prevent the Partnership or any Partner from asserting a claim against any Partner with respect to any liability for any action or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. This Section 6.2 will not be deemed to alter the contractual obligations of a Partner to another Partner or the Partnership pursuant to the Transaction Documents.
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Related to Limitation of Duties; Waiver of Fiduciary Duties

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • Limitation of Duties The Custodian in its capacity as such:

  • Limitation of Duties; Exculpation The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative 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 this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Delegation of Duties; Reliance The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

  • Replacement of Fiduciary Duties Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

  • BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Executive under this Agreement, being personal, may not be delegated.

  • Limitation of Duties and Liability Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:

  • Delegation of Duties The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

  • Limitations on Duties and Exculpation and Indemnification, of Securities Intermediary.

  • Certain Duties (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; except as expressly set forth herein, the Indenture Trustee shall have no obligation to monitor the performance of the Servicer under the Transaction Documents.

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