No Liability for Certain Acts Clause Samples
The "No Liability for Certain Acts" clause serves to limit or exclude a party's responsibility for specific actions, events, or circumstances outlined in the agreement. Typically, this clause specifies that a party will not be held liable for damages or losses resulting from events beyond their control, such as natural disasters, third-party actions, or other enumerated exceptions. By clearly defining these exclusions, the clause protects parties from unforeseen liabilities and helps allocate risk more predictably, ensuring that each party understands the boundaries of their legal responsibility.
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No Liability for Certain Acts. Neither HII nor any of its Affiliates assume liability or responsibility for any of the following: (a) any acts or omissions of any beneficiary or transferee of any Obligation or of any Credit Provider, or any person purporting to act on behalf of the foregoing, (b) the form, validity, sufficiency, correctness, genuineness or legal effect of any demand, instrument, draft, document, certificate or other writing given to HII or an Affiliate thereof in connection with any Obligation or Credit Provider Agreement, or of any signatures or endorsements thereon, (c) any payment by HII or its Affiliates that does not comply with any Obligation or any Credit Provider Agreement, except where such HII Payment arises solely from the gross negligence, wilful misconduct or breach of this Agreement by HII or an Affiliate thereof, (d) the failure of any Credit Provider or of any beneficiary or transferee of any Obligation to meet any obligations owed to MMH or its Subsidiaries, (e) any act, omission, error, breach, negligence, gross negligence or misconduct of any Credit Provider or any beneficiary or transferee of any Obligation, (f) any errors, inaccuracies, omissions, interruptions or delays in transmission or delivery of any messages, directions or correspondence by mail, cable, telegraph, wireless or otherwise, whether or not in cipher. The occurrence of one or more of the contingencies referred to in this Section shall not affect, impair or prevent the vesting of any of HII or any of its Affiliates' rights or powers under this Agreement or the obligations of ▇▇▇▇▇▇ and its Subsidiaries to reimburse HII Payments under this Agreement, except to the extent such occurrence is due to HII or an Affiliate's failure to comply with Section 3 hereof.
No Liability for Certain Acts. A member of the Board of the Company and each other duly appointed officer of the Company shall perform such person’s duties, in good faith, in a manner such person reasonably believes to be in the best interests of the Company; provided that nothing contained herein shall prevent a member of the Board from acting in the interests of the Member or Members having appointed such member to the Board. Such Board member or officer does not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. No such person shall be responsible to any Members because of a loss of their investment in the Company or a loss in the operations of the Company, unless the loss shall have been the result of the Board member or officer not acting in good faith as provided in this Section. A Board member or officer shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture; provided that the foregoing shall not relieve any Member of its duties and responsibilities under Section 10.19 hereof. The foregoing provision shall not preclude liability on the part of a Board member or officer to a Member pursuant to any other agreement between such Member and a Board member or officer. Board members shall be entitled to any other protection afforded to a manager under the Act. A Board member or officer who so performs such person’s duties shall not have any liability by reason of being or having been a Board member or officer of the Company. In performing the duties of a Board member or officer, such person shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed below unless such person has knowledge concerning the matter in question that would cause such reliance to be unwarranted:
(a) one or more employees or other agents of the Company whom the Board member or officer believes in good faith to be reliable and competent in the matters presented;
(b) legal counsel, public accountants, or other Persons as to matters that the Board member or officer believes in good faith to be within such Persons’ professional or expert competence; or
(c) a committee, upon which such Board member or officer does not serve, duly designated in accordance with the provisions of this Agreement, as to matters within its designated authori...
No Liability for Certain Acts. A Member does not, in any way, ----------------------------- guarantee the return of any Member's Capital Contributions or a profit for the Members from the operations of the Company, except only as expressly provided in Section 6.6 below with respect to VPI's agreements to pay the Return Amounts to the Nonvoting Members. A Member is not personally liable for the acts or omissions of or any debts, obligations, losses, duties or obligations of the Company, except only to the extent of any unpaid Capital Contribution of the Member.
No Liability for Certain Acts. In addition to any applicable provisions of the By-Laws, to the extent permitted by law, the Indemnitee shall not be liable for:
a) the actions, omissions, negligence or defaults of any other director, officer or employee of the Corporation;
b) joining in any action or omission for conformity;
c) any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on its behalf;
d) the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested;
e) any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited;
f) any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation; or
g) any other loss, damage or misfortune whatever which may happen in the execution of the duties of his office or trust in relation thereto unless the same shall happen by or through his failure to act honestly and in good faith with a view to the best interest of the Corporation, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
No Liability for Certain Acts. In addition to any applicable provisions of the By-Laws, to the extent permitted by law, the Indemnitee shall not be liable for:
No Liability for Certain Acts. The Managing Member shall perform ----------------------------- its duties in good faith, in a manner such Managing Member reasonably believes to be in the best interests of the Company, or not opposed to the best interests of the Company. Provided the Managing Member so acts at all relevant times, the Managing Member shall not be responsible to any Members because of a loss of their investment in the Company or a loss in the operations of the Company. The Managing Member does not, in any way, guarantee the return of the Members' Capital Contributions or a profit for the Members from the operations of the Company. The Managing Member shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. The Managing Member shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by Persons listed below unless such Managing Member has knowledge concerning the matter in question that would cause such reliance to be unwarranted:
a. one or more employees or other agents of the Company whom the Managing Member reasonably believes to be reasonably reliable and competent in the matters presented; and
b. legal counsel, public accountants, or other persons as to matters that the Managing Member reasonably believes to be within such Persons' professional or expert competence.
No Liability for Certain Acts. (a) The Manager shall perform its duties in good faith, in a manner it reasonably believes to be in the best interests of the Company, including but not limited to participating in good faith in the Right of Way Process.
(b) The Manager does not, in any way, guarantee the return of any Member’s Capital Contributions from the operations of the Company or otherwise.
(c) Except as otherwise provided herein, no Manager will be liable to the Company or the Members or other interest holders for any act or omission in connection with the business or affairs of the Company so long as the Manager against whom liability is asserted acted in good faith on behalf of the Company and in a manner reasonably believed by the Manager to be within the scope of authority under this Agreement and in the best interests of the Company, unless such act or omission constitutes gross negligence, intentional or willful misconduct, fraud or a knowing violation of law.
(d) In performing his or her duties, the Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the following Persons and groups unless the Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted:
(i) one or more employees or other agents of the Company whom the Manager believes in good faith to be reliable and competent in the matters presented;
(ii) legal counsel, public accountants, or other Persons as to matters that the Manager believes in good faith to be within such Persons’ professional or expert competence; or
(iii) a committee, upon which the Manager does not serve, duly designated in accordance with the provisions of this Agreement, as to matters within its designated authority, which committee the Manager believes in good faith to merit confidence.
No Liability for Certain Acts. Neither Parent nor any of Parents’ Subsidiaries shall assume liability or responsibility for any of the following: (a) any acts or omissions of any Beneficiary or any Person purporting to act on behalf of the Beneficiary, (b) the form, validity, sufficiency, correctness, genuineness or legal effect of any demand, instrument, draft, document, certificate or other writing given to Parent or any Parent Subsidiary in connection with any Obligation, or of any signatures or endorsements thereon, (c) any payment by Parent or any Parent Subsidiary that does not comply with the terms and conditions of any Obligation, except where such variance from the terms and conditions of the Obligations arises solely from Parents’ or such Subsidiary’s gross negligence or willful breach of the applicable Underlying Contract, (d) the failure of any Beneficiary to meet any obligation owed to Purchaser, (e) any act, omission, error, breach, negligence, gross negligence or misconduct of any Beneficiary and (f) any error, inaccuracy, omission, interruption or delay in transmission or delivery of any message, direction or correspondence. The occurrence of one or more of the contingencies referred to in this Section shall not affect, impair or prevent the vesting of any of Parents’ or such Subsidiary’s rights or powers under this Agreement or the obligations of Purchaser to reimburse Parent for any Parent Payment under this Agreement.