Limited Liability of Manager. (a) Neither Manager nor any director, officer, stockholder, employee or agent of Manager makes any express or implied representation, warranty, or guarantee to the Company, to any of its subsidiaries, to any of its stockholders or to any third party relating to the services to be performed by Manager pursuant to this Agreement or the quality or results of such services.
Limited Liability of Manager. The Manager is not liable to any Purchaser for any action taken or omitted to be taken by him or by any other Purchaser or other Person with respect to the Portfolio Company Securities, including any negligent act or failure to act, except in the case of a liability resulting from the Manager’s own fraud, gross negligence, willful malfeasance, intentional and material breach of this Management Agreement or conduct that is the subject of a criminal proceeding (where the Manager had reasonable cause to believe that such conduct was unlawful). The Manager may consult with legal counsel and accountants with respect to Portfolio Company affairs (including interpretations of this Management Agreement) and is fully protected and justified in any action or inaction that is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether the Manager acted with the requisite degree of care, the Manager is entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Manager selected and monitored with reasonable care; provided, however, that the Manager may rely upon such statements if he believed that such statements were materially false.
Limited Liability of Manager. No Manager shall be personally obligated for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely by reason of being or acting as a Manager of the Company, as the case may be, except that a Manager shall be liable to the Company and its Members for breach of a fiduciary or other duty if such breach involved (i) the breach of the duty of loyalty to the Company or its Members, (ii) acts or omissions not in good faith or which involved intentional misconduct or knowing violations of law, or (iii) a transaction from which the Manager derived an improper personal benefit.
Limited Liability of Manager. No person who is the Manager of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, by reason of being the Manager of the Company.
Limited Liability of Manager. The Manager shall not be personally obligated to any third party for any debt, obligation or liability of the Company solely by reason of acting as a Manager.
Limited Liability of Manager. Except as otherwise specifically set forth herein, neither the Manager nor any of its Affiliates, nor any of their respective officers, directors, employees, agents, representatives, owners or principals, partners and/or members (collectively, the “Manager Parties”) shall be liable to the Company or to any Member by reason of the performance of or the omission to perform any act, the effect of which may cause or result in loss or damage to the Company, if performed or omitted in good faith and in accordance with the terms of this Agreement.
Limited Liability of Manager. The Company agrees that none of Manager, or its members, officers, employees and agents, and any person or entity who controls Manager (each such person or entity being a “Covered Person”) shall be liable to the Company or its limited partners for any liabilities, obligations, losses, costs, damages, expenses, claims, judgments and reasonable attorney’s fees and expenses (collectively, “Losses”) occasioned by any act or omission of any Covered Person in connection with the performance of such Covered Person’s services hereunder, except that Manager shall be liable to the Company for acts or omissions by it which constitute gross negligence, willful misconduct or reckless disregard of Manager’s obligations under this Agreement, as finally determined by a court having proper jurisdiction and after all appeals are resolved or exhausted. Under no circumstances will the liability of Manager and Covered Persons exceed, in the aggregate, the fees actually paid to Manager hereunder
