Manager Liability. Subject to the rights of Owner to terminate this Agreement, in no event shall the Manager or its Affiliates have any liability under this Agreement, any Operating Agreement or applicable Law, with respect to the provision of the Services under this Agreement or acting as contract operator for any claim, damage, loss or liability sustained or incurred in connection with its operations with respect to the Assets or the provision of the Services or any breach of any provision of this Agreement regarding the standard of performance of the Manager in performing the Services or operations under this Agreement (including any breach of Section 3.2) or any Operating Agreement, except to the extent (and only to the extent) such liability is attributable to or arises from the gross negligence or intentional misconduct of any Manager Indemnified Parties, and Owner, on its own behalf and on behalf of its Affiliates, releases the Manager and its Affiliates from such liability, except to the extent (and only to the extent) such liability is attributable to or arises from the gross negligence or intentional misconduct of any Manager Indemnified Party. Nothing in this Section 11.5 shall be deemed to be a release by Owner or any of its Affiliates of any claims against the Manager arising from a breach by the Manager of its obligation to pay amounts owing to Owner pursuant to the terms hereof.
Manager Liability. No Manager shall commit himself or herself, by reason of his or her functions, to any personal obligation in relation to the commitments regularly taken by him or her on behalf of the Company. A Manager shall only be liable for the performance of his or her duties.
Manager Liability. (a) A Manager of the Company shall not be liable to the Company or its members for monetary damages for breach of fiduciary duty as a Manager of the Company, except to the extent that such exemption from liability or limitation thereof is not permitted under the Act as currently in effect or as the same may hereafter be amended.
(b) No amendment, modification or repeal of this Section 15.1 shall adversely affect any right or protection of a Manager of the Company that exists at the time of such amendment, modification or repeal.
Manager Liability. (a) Except as otherwise specifically provided in this Agreement (including in the other subsections of this Section 11.1), the duties (including fiduciary duties) and obligations owed to the Company and Initial Member by the Manager shall be as provided in Section 3.1(b) hereof.
(b) The Manager may rely, and shall be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.
(c) The Manager may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Manager reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.
(d) The Manager shall not be liable to the Company or the Members for its good faith reliance on the provisions of this Agreement.
(e) The limitations and exculpation afforded by each provision of this Section 11.1 are cumulative and not exclusive. Nothing in this Section 11.1 is intended, or shall be deemed, to permit conduct that would otherwise constitute misappropriation of a trade secret of the Company under applicable Law or conduct that, even disregarding the terms hereof otherwise would be actionable by the Company or any Member.
Manager Liability. (i) Neither the Manager nor any of its Affiliates, nor any of their respective members, managers, partners, directors, officers, employees, agents and/or controlling persons, nor any successor by operation of law (including by merger) of any such person, nor any entity that acquires all or substantially all of the assets of any such person in a single transaction or series of related transactions (all of the foregoing, collectively, the “Manager Representatives”) shall be liable to the Company or any of its Subsidiaries or Affiliates or any of the equity holders or creditors of the Company or any of its Affiliates for any damage, loss, liability, deficiency, diminution in value, action, suit, claim, proceeding, investigation, audit, demand, assessment, fine, judgment, cost or other expense (including, without limitation, legal fees and expenses, and whether direct or indirect, in contract or tort or otherwise) (collectively “Liabilities”) arising out of, related to, caused by, based upon or in connection with the performance of services contemplated by this Agreement unless such Liability shall be proven to result directly and primarily from the gross negligence or willful misconduct of such person.
(ii) The Manager makes no representations or warranties, express or implied, in respect of the Services provided by any Manager Representative.
(iii) In no event will any Manager Representative be liable to the Company (i) for any special, indirect, punitive, incidental or consequential damages, including, without limitation, loss of profits or savings or lost business, whether or not such damages are foreseeable or such Manager Representative has been advised of the possibility of such damages or (ii) in respect of any Liabilities relating to any third-party claims (whether based in contract, tort or otherwise).
(iv) Under no circumstances will the aggregate of any and all Liabilities of the Manager Representatives exceed, in the aggregate, the reimbursed expenses actually paid to the Manager hereunder unless such Liability shall be proven to result directly and primarily from the gross negligence or willful misconduct of such person or persons, in which event, the aggregate of any and all such Liabilities shall not exceed $25.0 million; provided that no Manager Representative shall be liable to the Company or any Stockholder for taking any action in good faith which has been recommended or approved by the Board of Directors or failing to take any action in go...
Manager Liability. 12.1 The Manager shall not be under any liability on account of anything done or suffered or omitted to be done by the Manager in good faith in accordance with or in pursuance of any request or advice of the Company or its Directors. Whenever pursuant to any provision of this agreement any notice, instruction or other communication is to be given by or on behalf of the Company or its Directors or the Custodian to the Manager, the Manager may accept as sufficient evidence thereof:
12.1.1 a document signed or purporting to be signed on behalf of the relevant company or its directors, or by such person or persons whose signature the Manager is for the time being authorized by the relevant company or its directors to accept; or
12.1.2 a message by tested telex, telecopier, cable, facsimile machine or telegram transmitted or purporting to have been transmitted by the relevant company or its directors or on behalf of the relevant company or its directors by such person or persons whose messages to the Manager is for the time being authorized by the relevant company or its directors to accept, and the Manager shall not be obliged to accept any document or message signed or transmitted or purporting to be signed or transmitted by any other person.
12.2 The Manager shall not be liable to the Company or any Shareholder of the Company for any loss sustained by the Company or any Shareholder of the Company or in any of the investments of the Company except a loss arising from the Manager's own actual dishonesty, fraud, willful default, negligence or breach of this Agreement in the performance or non-performance by the Manager its directors, officers or employees or any person designated by it of its obligations or duties hereunder and in particular (but without limitation) this protection shall extend to any loss (not being attributable to willful breach of duty or negligence as aforesaid) sustained by the Company or any Shareholder of the Company or in Management Agreement any of the investments of the Company as a result of any forged document or signature.
12.3 Subject to clause 10.7 hereof the Company hereby undertakes to hold harmless and indemnify the Manager against all actions, proceedings, claims and demands (including taxation for the account of the Company) and costs and expenses incidental thereto which may be brought against, suffered or incurred by the Manager by reason of its performance or non-performance of its obligations or duties under the terms of...
Manager Liability. Manager and its Predecessors shall not be responsible for claims directly or indirectly related to hazardous materials present at the Restaurant before the date that Manager or its Predecessors operated the Restaurant on Licensee’s behalf (the “Operating Period”). Manager and its Predecessors shall also not be responsible for claims directly or indirectly related to hazardous materials present at the Restaurant during the Operating Period unless the claim results from Manager’s or its Predecessor’s gross negligence. Licensee shall defend, indemnify and hold Manager and Predecessors harmless against claims for which Manager and its Predecessors have no responsibility.
Manager Liability. No Manager of the Company shall be liable to the Company or its Members for any monetary or other damages for an act or omission in the Manager's capacity as a Manager, except for liability of a Manager for an Exculpation Exception and only for an act that would constitute an Exculpation Exception. If the Act or other applicable law is amended to authorize action further eliminating or limiting the liability of the Managers, then the liability of each Manager of the Company shall be eliminated or limited to the fullest extent permitted by the Act or other applicable law, as so amended, except as provided herein. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Manager existing prior to or at the time of such repeal or modification, and such repeal or modification shall apply prospectively only. A “breach” of this Article occurs as to a Manager for the purposes of this Agreement where a Manager has committed an Exculpation Exception. Notwithstanding the foregoing, it shall be a defense to an Exculpation Exception that the Manager otherwise acted in accordance with the “business judgment rule” as outlined in Texas common law and, where Texas law is silent on a particular matter regarding the business judgment rule, as outlined under Delaware law.
Manager Liability. No Manager shall have any personal liability for the repayment of any Capital Contributions of any Member. ( ****ARTIV. : ROLE OF MEMBERSARTICLE VII ROLE OF MEMBERS ARTICLE ARTICLE SECTION 7.1.
Manager Liability. None of the Managers of the Company shall have any personal liability to the Member for the repayment of any amounts outstanding in the Capital Account of the Member, including, but not limited to, Capital Contributions. Any such payment shall be solely from the assets of the Company.
