Limitation of Members’ Liability Sample Clauses

Limitation of Members’ Liability. The Member shall have no liability to LLC for any Damages, except as provided in Paragraphs 8.2 and 8.3 hereof, and except with respect to Research Services that are not performed (other than as a result of an amendment of a Research Service Order pursuant to Section 2.6, termination of a Research Project pursuant to Section 2.7 hereof, termination of this Research Services Agreement pursuant to Section 3.1, for reasons attributed to LLC or during a period of excused performance pursuant to Article 7) or that are, because of the gross negligence of the Member or its subcontractor, performed improperly, with respect to which. LLC’s sole and exclusive remedy and Member’s sole and exclusive liability with respect to Research Services performed improperly because of the gross negligence of the Member or its subcontractor will be for the Member to properly perform (or cause to be properly performed) said Research Services at no additional cost to LLC.
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Limitation of Members’ Liability. Each Member’s liability shall be limited as set forth in this Operating Agreement, the Georgia Act and other applicable law.
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Limitation of Members’ Liability. No Member shall be liable for the obligations of the Agency by reason of its membership in the Agency.
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Limitation of Members’ Liability. 6.5 No Member shall be liable for the obligations of the Agency by reason of its membership in the Agency. Shares not to be Pledged or Encumbered A Member shall not, except as provided for in sub-paragraph 5.4(b)(ii) of this Agreement, pledge or cause to be encumbered in any manner whatsoever the shares of the Agency's capital stock. Any pledge or other encumbrance made in contravention of this paragraph shall be null and void ab initio.
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Limitation of Members’ Liability. No Member or Member’s representative, official, manager, employee or agent shall be personally liable, merely as a Member, for any debts, losses or liabilities of the BHO beyond the Member’s respective Capital Contributions and any obligation of the Member, hereunder, to make Capital GREAT RIVERS LLC Operating Agreement – 11 Contributions, except as otherwise specifically provided by law. No Member shall have liability to the BHO or its Members for monetary damages for conduct merely as a Member, except for acts or omissions that involve intentional misconduct, fraud, gross negligence, or for any transaction for which the Member has personally received a benefit in money, property or services to which the Member was not legally entitled. If either the LLC Act or the BHO Act is hereafter amended to authorize BHO action further eliminating or limiting the personal liability of County Authorities, then the liability of a Member shall be eliminated or limited to the full extent permitted by the LLC Act or the BHO Act, as so amended. Any repeal or modification of this Section by the LLC Act or the BHO Act shall not adversely affect any right or protection of a Member of the BHO existing at the time of such repeal or modification for or with respect to an act or omission of such Member occurring prior to such repeal or modification.
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Limitation of Members’ Liability. No Member shall be responsible or liable for the Obligations of the Company or any Subsidiary except to the extent expressly required by the Delaware Act, this Agreement or any other agreement to which the Member is a party.
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Limitation of Members’ Liability. Anything herein to the contrary notwithstanding, except as otherwise expressly agreed in writing, no Member shall be personally liable for any of the obligations created by this Agreement or for any debts, liabilities, or obligations of any of the Numanco Companies, whether to any one of such Companies, to any of the other Members, or to creditors of the Companies, beyond the Member's Capital Account, as defined in the Operating Agreement for each Numanco Company, together with the Member's share of the assets and undistributed profits of the Numanco Company.
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Related to Limitation of Members’ Liability

  • Limitation of Director Liability A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended unless they violated their duty of loyalty to the Corporation or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

  • LIMITATION OF SHAREHOLDER LIABILITY 9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such and not individually. The obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the trustees or directors have caused this Agreement to be executed.

  • Disclaimer Limitation of Liability IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA- CONTRACTUAL DAMAGES OF ANY KIND; OR (B) ANY LOSS OF DATA OR BUSINESS, DIMINUTION IN VALUE, LOSS OF PROFITS OR REVENUE, OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), WHETHER OR NOT FORESEEABLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT LIMITED BY APPLICABLE LAW, AND REGARDLESS OF THE BASIS FOR ANY CLAIM BY YOU (EVEN IF BASED ON NEGLIGENCE), OUR MAXIMUM AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER IS LIMITED TO $50.00 USD. THE LIMITATIONS IN THIS SECTION 5 (DISCLAIMER; LIMITATION OF LIABILITY) WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON- COMPANY SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND US AGAINST ANY CLAIM AND INDEMNIFY US FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON- COMPANY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT.

  • 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.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • 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 Limitation of Liability 4.1. Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor and, in full recognition of that fact, Guarantor consents and agrees that Lender may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness of this Guaranty: (i) change the manner, place or terms of payment of (including, without limitation, any increase or decrease in the principal amount of the Liabilities or the interest rate), and/or change or extend the time for payment of, or renew, supplement or modify, any of the Liabilities, any security therefor, or any of the Loan Documents evidencing same, and the Guaranty herein made shall apply to the Liabilities and the Loan Documents as so changed, extended, renewed, supplemented or modified; (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order, any property securing the Liabilities; (iii) supplement, modify, amend or waive, or enter into or give any agreement, approval, waiver or consent with respect to, any of the Liabilities, or any part thereof, or any of the Loan Documents, or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (iv) exercise or refrain from exercising any rights against Borrower or other Persons (including Guarantor) or against any security for the Liabilities; (v) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Liabilities, or any part thereof; (vi) accept partial payments on the Liabilities; (vii) receive and hold additional security or guaranties for the Liabilities, or any part thereof; (viii) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Lender, in its sole and absolute discretion, may determine; (ix) add, release, settle, modify or discharge the obligation of any maker, endorser, guarantor, surety, obligor or any other Person who is in any way obligated for any of the Liabilities, or any part thereof; (x) settle or compromise any Liabilities, whether in a Proceeding or not, and whether voluntarily or involuntarily, dispose of any security therefor (with or without consideration and in whatever manner Lender deems appropriate), and subordinate the payment of any of the Liabilities, whether or not due, to the payment of liabilities owing to creditors of Borrower other than Lender and Guarantor; (xi) consent to the merger, change or any other restructuring or termination of the corporate existence of Borrower or any other Person, and correspondingly restructure the Liabilities, and any such merger, change, restructuring or termination shall not affect the liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Liabilities; (xii) apply any sums it receives, by whomever paid or however realized, to any of the Liabilities and/or (xiii) take any other action which might constitute a defense available to, or a discharge of, Borrower or any other Person (including Guarantor) in respect of the Liabilities.

  • Limitation of Liabilities 13.1 Notwithstanding anything herein to the contrary, except for damages resulting from (i) unauthorized use or disclosure of Confidential Information (including Customer Data), or (ii) damages resulting from death or bodily injury arising from either party’s gross negligence or willful misconduct, or (iii) SAP’s right to collect unpaid fees, under no circumstances and regardless of the nature of the claim shall either party (or their respective Affiliates or SAP’s licensor’s) be liable to each other to or any other person or entity under the Agreement for an amount of damages in excess of the fees paid for the applicable Services under the relevant Order Form or in the case of subscription based Services including managed services, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability, or, any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages.

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