Limitation on Manager’s Liability Sample Clauses

Limitation on Manager’s Liability. In no event shall Owner make any claim against Manager on account of any alleged errors of judgment made in good faith in connection with the performance by Manager and/or its Affiliates of the obligations of Manager expressed herein, nor shall Owner object to any expenditure made by Manager in good faith in connection with the performance of Manager’s obligations hereunder, unless such expenditure is specifically prohibited by this Agreement.
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Limitation on Manager’s Liability. The obligations of Manager are intended to be binding only on the assets of the Manager and shall not be personally binding upon, nor shall any resort be had to, the private properties of its shareholders, trustees, beneficiaries, directors, officers, employees or agents, provided, however, the Owner shall retain the right, after notice to the Manager, to offset any amounts claimed against Manager hereunder against amounts due General Partner under the Partnership Agreement, and further provided that if there is any dispute as to whether the claim against Manager is valid, the amount sought to be withheld shall be escrowed until the first to occur of the matter being resolved or Manager, after written notice from Owner, no longer contesting the validity of the claim, with the interest earned thereon being paid to the party who is ultimately determined to be entitled to the amount claimed or, if it is determined that each party is entitled to a portion of the amount in dispute, pro rata based on the amount paid to each.
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Limitation on Manager’s Liability. Notwithstanding anything to the contrary, Manager will not be directly or indirectly liable or accountable for Owner’s losses, debts, liabilities or obligations incurred with respect to the Property other than losses, debts, liabilities or obligations proximately caused by Manager’s gross negligence, willful misconduct or fraud in performance of this Agreement.
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Limitation on Manager’s Liability. None of the Manager, its Affiliates or their respective principals, members, partners, stockholders, officers, directors, agents representatives, and employees (each, an "Exonerated Person") shall be liable or accountable to the Company or any Member under any circumstances, whether for the return of the capital contributions of a Member or otherwise, except for losses suffered by a Member as a result of the bad faith, fraud, gross negligence or willful misconduct of such Exonerated Person. Without limiting the generality of the foregoing, no Exonerated Person shall be liable or accountable to the Company or a Member for anything done, suffered or omitted in good faith by him or it in accordance with the advice or opinion of any legal counsel or accountant retained by the Company (which may be a legal counsel or accountant for the Manager, its principals, partners or stockholders or their respective Affiliates). In the absence of bad faith, fraud, gross negligence or willful misconduct by an Exonerated Person, such Exonerated Person shall not be liable to the Company or any Member for any act or omission of any independent contractor, employee or agent retained, engaged or employed by the Manager, on behalf of the Manager or the Company, if the Manager exercised reasonable care in the selection of the independent contractor, employee or agent.
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Limitation on Manager’s Liability. 15. Notwithstanding anything contained in this Agreement, the Manager shall not be liable to the Owner for any arrears in the collection of rent or other payments due from tenants or anyone with respect to the operation of the Property or as a result of any damage or loss affecting the Property or the operation of its equipment, or for any error in judgement or for anything which it may do or refrain from doing unless any resulting damage, loss, injury or liability has been caused by the negligence of the Manager; nor shall the Manager be liable to the Owner for the failure to perform any of the obligations set forth in this Agreement if such failure is occasioned by or results from destruction or damage to the Property by fire or other cause, a strike or lock out, a civil commotion or disturbance, an act of God, or any other act or cause which is beyond the reasonable control of the Manager or those for whom it is in law responsible.
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Limitation on Manager’s Liability. Notwithstanding any provision to the contrary in this Agreement, Manager shall have no liability to the Company hereunder for its failure to perform its obligations under this Agreement except to the extent that any such failure has been finally adjudicated by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or a material breach of its obligations under this Agreement by, Manager, subject to the last proviso of Section 1.8(a).
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Limitation on Manager’s Liability. 2.15.1 None of Manager, its Affiliates and its and their respective officers, trustees, directors, employees, agents or successors shall have any liability of any nature whatsoever with respect to the design, construction, initial furnishing, equipping or decoration of the Hotel, including with respect to any advice, assistance, recommendations or other services or approvals furnished or given by Manager or its Affiliates in connection with the Initial Capital Program or any other alteration or renovation of the Hotel. If Manager or any Affiliate thereof shall review and/or approve any plans, specifications, budgets or the like in connection with the Initial Capital Program or any other alteration or renovation of the Hotel, no such review or approval shall impose
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Limitation on Manager’s Liability. 2.15.1 None of Manager, its Affiliates and its and their respective officers, trustees, directors, employees, agents or successors shall have any liability of any nature whatsoever with respect to the design, construction, initial furnishing, equipping or decoration of the Hotel, including with respect to any advice, assistance, recommendations or other services or approvals furnished or given by Manager or its Affiliates in connection with the Initial Capital Program or any other alteration or renovation of the Hotel. If Manager or any Affiliate thereof shall review and/or approve any plans, specifications, budgets or the like in connection with the Initial Capital Program or any other alteration or renovation of the Hotel, no such review or approval shall impose on Manager or its Affiliate any responsibility for the content thereof, for any errors or defects contained therein or for any other matter related to the design or construction of such alteration or renovation or the cost thereof.
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Related to Limitation on Manager’s Liability

  • Limitation on Liability The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

  • Limitation on Seller’s Liability (a) No partner, member, employee, shareholder or agent of the Sellers, nor any of Sellers’ Related Entities, shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and the Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to the Sellers’ assets for the payment of any claim or for any performance, and the Buyer, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability.

  • Limitation on Liabilities IF EITHER THE EXECUTIVE OR THE COMPANY IS AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED TO THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT (WHETHER EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, SUCH DAMAGES SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND SHALL EXCLUDE (I) PUNITIVE DAMAGES, AND (II) CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES (E.G., LOST PROFITS AND OTHER INDIRECT OR SPECULATIVE DAMAGES). THE MAXIMUM AMOUNT OF DAMAGES THAT THE EXECUTIVE MAY RECOVER FOR ANY REASON SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS OWED (BUT NOT YET PAID) TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS NATURAL TERM OR THROUGH ANY SEVERANCE PERIOD, PLUS INTEREST ON ANY DELAYED PAYMENT AT THE MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM AND AFTER THE DATE(S) THAT SUCH PAYMENTS WERE DUE.

  • Limitation on Guarantors’ Liability Each Guarantor by its acceptance hereof and each Holder of a Security entitled to the benefits of the Guarantee hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, each Holder of a Security entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • No Limitation on Liability Such insurance as required herein shall not be deemed to limit Contractor’s liability relating to performance under this Contract. District reserves the right to require complete certified copies of all said policies at any time. The procuring of insurance shall not be construed as a limitation on liability or as full performance of the indemnification and hold harmless provisions of this Contract. Contractor understands and agrees that, notwithstanding any insurance, Contractor’s obligation to defend, indemnify, and hold District, its trustees, officials, agents, volunteers, and employees harmless hereunder is for the full and total amount of any damage, injuries, loss, expense, costs, or liabilities caused by or in any manner connected with or attributed to the acts or omissions of Contractor, its officers, agents, subcontractors (of all tiers), employees, licensees, patrons, or visitors, or the operations conducted by Contractor, or the Contractor’s use, misuse, or neglect of the District’s premises.

  • 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.

  • Indemnification Limitation on Liability Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”

  • Limitation on Liability of Limited Partners No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

  • Limitation on Personal Liability All parties to this Agreement acknowledge and agree that the Trust is a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets held with respect to such series only, and not against the assets of the Trust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing.

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