Limitation of Manager’s Liability. No Manager shall be liable, responsible or accountable in damages or otherwise to the Members for any act or omission pursuant to the authority granted to the Manager by this Operating Agreement if the Manager acted in good faith and in a manner he or she reasonably believed to be within the scope of the authority granted to him by this Agreement and in the best interests or not opposed to the best interests of the Fund, provided that the Manager shall not be relieved of liability in respect of any claim, issue or matter as to which the Manager shall have been finally adjudicated to have violated any statutory fiduciary duty. Subject to this limitation in the case of any such judgment of liability, the Fund shall indemnify the Manager to the fullest extent permitted by law.

Limitation of Manager’s Liability. Notwithstanding any other provision of this Agreement to the contrary, Manager is not responsible for any obligations or actions or failure to act during any period prior to the Effective Date. Operating revenues for periods prior to the Effective Date shall be available to pay operating expenses accruing both before and after the Effective Date. Where there is a shortfall in revenues to cover expenses, the Manager shall have absolute discretion as to which expenses to pay. The Manager shall notify the Owner of any shortfalls in revenue, but the failure to so notify shall not result in any liability to Manager. The Parties acknowledge and agree that Manager shall not be required to make any of its financial resources available for the operation of the Facilities. Manager's sole obligation is to perform the Management Services hereunder; any and all shortfalls are the responsibilities of the Owner.

Limitation of Manager’s Liability. No Manager shall be liable to any Member for any loss or damage sustained by such Member except such loss or damage resulting from Manager’s gross negligence, intentional misconduct or knowing violation of law or a transaction for which such Manager received a personal benefit in violation or breach of the provisions of this Agreement. Except for Manager’s gross negligence, intentional misconduct, knowing violation of law, or any transaction for which a personal benefit is received in violation of this Agreement, the Company shall indemnify, defend and hold harmless Manager (and shall make advances for expenses to Manager) from any loss, cost, expense, damage, liability, claim or demand, including reasonable attorneys’ fees, arising out of or in connection with Manager’s activities as “Manager” pursuant to this Agreement.

Limitation of Manager’s Liability. Owner agrees to look solely to Manager and Manager’s assets for enforcement of Manager’s obligations and liabilities under this Agreement, and agrees that neither any affiliate, member, manager, officer, employee or agent of Manager, nor any of their respective members, managers, officers, directors, shareholders, constituent partners, employees or agents, shall have any liability to Owner therefor other than on account of Manager’s gross negligence or willful misconduct. Manager shall have no liability to Owner for any consequential, incidental or special damages resulting from Manager’s performance or failure to perform its obligations under this Agreement in an amount in excess of the Management Fees and Marketing Feeds paid to Manager hereunder. Manager does not warrant or guarantee the quality of the Project Contractors’ services and shall not have liability for such services except for performance of Manager’s services as set forth in this Agreement.

Limitation of Manager’s Liability. Although Manager has the duty and authority "to cause" various activities to occur during his consulting with the Numanco Companies, the parties agree that Manager shall use reasonable efforts to accomplish these tasks and his various duties, but he is not guaranteeing any activity or the performance of the Numanco Companies. The Manager shall not be liable to the Numanco Companies for monetary damages for breach of fiduciary duty as a Manager; provided, however, that nothing contained herein shall eliminate or limit the liability of the Manager (i) for any breach of the Manager's duty of loyalty to the Numanco Companies, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and, (iii) for any transaction from which the Manager derived an improper personal benefit.

Limitation of Manager’s Liability. The Manager and its directors, trustees, officers, and employees shall not be liable, responsible or accountable in damages or otherwise to the Owner for any loss or liability arising out of (i) any act or omission by the Manager, so long as any such act or omission did not constitute (a) a breach of this Agreement (including, without limitation, the commission by the Manager on behalf of the Owner of any unauthorized act) that had or has a material adverse effect on the Owner or the Property and that is not cured within fifteen (15) days after notice thereof is delivered to the Manager by the Owner, or (b) fraud, bad faith, gross negligence or willful misconduct on the part of Manager, or (ii) any acts or omissions by third-parties selected by the Manager in good faith and with reasonable care to perform services for the Property. Notwithstanding the foregoing provisions of clause (ii) of the immediately preceding sentence, the Manager shall, at the request of the Owner, pursue and enforce any rights or remedies (including, without limitation, any rights to indemnification or damages) of the Manager or Owner against any third-parties selected by Manager to provide services for the Property; provided that, the Manager shall be free at all times to terminate any such third-party service provider’s contract or services for cause, in which event, if the Owner so requires, the Manager shall in any event pursue any remedies and indemnification rights against such third-party service provider for events, breaches or defaults occurring prior to the date of termination.

Related to Limitation of Manager’s Liability

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.
LIMITATION OF OUR LIABILITY We are not responsible or liable to you or any supplementary cardmember for: • any delay or failure by a merchant to accept the card, • goods and services you charge to your account, including any dispute with a merchant about goods and services charged to your account, • any costs, damages or expenses arising out of our failure to carry out our obligations under this agreement if that failure is caused by a third party or because of a systems failure, data processing failure, industrial dispute or other action outside our control, and • loss of profits or any incidental, indirect, consequential, punitive or special damages regardless of how they arise. For example, we will not be liable to you or any supplementary cardmember for any malfunction or failure of the card or refusal by a merchant to accept the card. Clause required under the Consumer Protection Act. (Open credit contract for the use of a credit card)
Limitation on Liability of Manager Unless arising as a result of their gross negligence, the Manager and the Institution shall not be liable to the Resident for any loss or damage, however caused to the Resident, the property of the Resident or to the property of the Resident’s guest(s) while in the Residence or on the lands on which the Residence is situated. Without limiting the generality of the foregoing, such property includes and is not limited to, personal property of the Resident (including their vehicle(s) and their contents) and damage includes and is not limited to; damage caused by the failure of the plumbing or heating system or any other building system, defects in the structure of the Building, water or snow penetration, exterior weather conditions, damage arising from any cause beyond the control of the Manager or Institution, and any damage or injury arising from the activities of employees, contractors or agents of the Manager and the Institution. The Resident agrees that by executing the Agreement and residing in the Residence, they are acknowledging that they understand and freely assume the risks associated with communal living, including but not limited to risks of potential exposure to physical, mental or emotional harm or injury, communicable diseases and other contagious viruses. Accordingly, the Resident on their own behalf and on behalf of their successors, beneficiaries and next of kin hereby waives their right to demand or make any claim against (and indemnifies, releases and covenants and agrees to hold harmless each of) the Manager, the Institution, their agents, contractors, officers, directors, governors, management, successors, assigns, students and employees from or in relation to any and all damages, physical or other harm, death, liability, claims, expenses or loss due to any cause whatsoever, including negligence, breach of contract, or breach of any statutory or other duty of care (collectively, “Claims”) arising under or related to this Student Residence Agreement and the provision of services or accommodation, including but not limited to exposure to communicable diseases and contagious viruses. The Resident further agrees to take all reasonable precautions and follow recommendations by public health authorities to mitigate the spread of communicable diseases while living in the Residence community. Failure to follow the Student Residence Agreement and measures related to said communicable diseases (including but not limited to Covid-19), or failure to follow directions from staff regarding communicable disease related rules or measures may result in standards action up to and including eviction from residence.
LIMITATION OF CONTRACTOR’S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.
LIMITATION OF LIABILITY OF THE MANAGER The Manager shall not be liable 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, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Manager's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
Limitation of Liability of the Adviser The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution and management of the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties and obligations hereunder. As used in this Article 6, the term "Adviser" shall include Directors, officers and employees of the Adviser as well as that corporation itself.
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.
Limitation of Seller's Liability This paragraph limits the liability of the seller. This is a usual provision, but flexible, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Limitation of Trust’s Liability The Sub-Advisor acknowledges that it has received notice of and accepts the limitations upon the Trust's liability set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under the Advisory Agreement) shall be limited in any event to the assets of the Fund and (ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the holders of shares of the Fund nor from any Trustee, officer, employee or agent of the Trust.
Disclaimer of Warranty; Limitation of Liability YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND A CSC ARE AT YOUR OWN RISK. NEITHER REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS OR AGENTS WARRANT THAT THE SERVICE OR A CSC WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR A CSC OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS, "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TESTING AND APPROVAL OF A CSC APPLICATION DOES NOT ENSURE THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWISE CAUSE HARM TO YOU, YOUR CUSTOMERS OR END USERS OR PARTICIPATING CARRIERS. IN NO EVENT WILL REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT YOUR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE OR A CSC, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, INACCURATELY ENTERED DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. IN NO EVENT, SHALL REGISTRY, CTIA, AND EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE AMOUNT OF FEES PAID BY YOU FOR A CSC REGISTRATION. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.

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