Common use of Limits of Manager Responsibility Clause in Contracts

Limits of Manager Responsibility. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager. The Manager, its directors, officers, shareholders and employees will not be liable to the Company, the Independent Directors or the Company’s shareholders for any acts or omissions by the Manager, its directors, officers, shareholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager, its directors, officers, shareholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) in respect of or arising from any acts or omissions of the Manager, its directors, officers, shareholders and employees made in good faith in the performance of the Manager’s duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 7(b) of this Agreement. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, the Independent Directors directors or the Company’s shareholders 's stockholders or partners for any acts or omissions by the Manager, its directors, officers, shareholders stockholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager, its stockholders, directors, officers, shareholders officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever whatsoever, (including, without limitation, including attorneys’ ' fees) in respect of or arising from any acts or omissions of the Manager, its stockholders, affiliates, directors, officers, shareholders officers and employees made in good faith in the performance of the Manager’s 's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager. The Manager, its directors, officers, shareholders and employees will not be liable to the Company, the Independent Directors or the Company’s 's shareholders for any acts or omissions by the Manager, its directors, officers, shareholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager, its directors, officers, shareholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ ' fees) in respect of or arising from any acts or omissions of the Manager, its directors, officers, shareholders and employees made in good faith in the performance of the Manager’s 's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above. The Manager any Affiliated Manager, its and the directors, officers, shareholders shareholders, members and employees of either will not be liable to the Company, any subsidiary of the Independent Company, the members of the Board of Directors (including the Unaffiliated Directors) or the Company’s shareholders 's or its subsidiary's stockholders for any acts or omissions performed by the Manager, its and Affiliated Manager, or the directors, officers, shareholders or shareholders, members and employees under or thereof in connection accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries shall reimburse, indemnify and hold harmless the Manager, its any Affiliated Manager, and the shareholders, directors, officers, shareholders members and employees of and thereof from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) in respect of or arising from any acts or omissions of the Manager, its such Affiliated Manager, and the shareholders, directors, officers, shareholders members and employees thereof made in good faith in the performance of the Manager’s 's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.