Performance of Duties; Liability Sample Clauses

Performance of Duties; Liability. No (i) Member (including any Member in its capacity as Managing Member or Special Member), (ii) officer of the Company (including any chief executive officer), (iii) officer, director, manager, stockholder, employee, member, partner, representative or agent of any Member in that capacity, or (iv) any other Person designated by the Managing Member (each, a “Covered Person”) shall be liable to the Company or any other Covered Person or any other Person that is a party to or otherwise bound by this LLC Agreement for any loss, damage or claim incurred or sustained by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred by such Covered Person by this LLC Agreement, unless the loss, damage or claim shall have been the result of the Covered Person’s fraud, intentional misconduct or bad faith violation of the implied contractual covenant of good faith or fair dealing, or such Covered Person’s breach of this LLC Agreement or any other agreement with the Company to which such Covered Person is a party. No Covered Person shall have any duty (including any fiduciary duty or any other duty or standard of care that may arise by default principles of law) to the Company or the Members or to other Persons that are a party to or are otherwise bound by this LLC Agreement, provided that nothing in this LLC Agreement eliminates the implied contractual covenant of good faith and fair dealing. Without limiting the foregoing, whenever in this LLC Agreement or at law or in equity a Covered Person is permitted or required to exercise its discretion in acting in such capacity, including making any elections or granting, withholding or conditioning any consent hereunder, such Covered Person shall be entitled to consider only such interests and factors as such Covered Person elects (including without limitation the interests of the member or members who designated the Managing Member or Special Member, whether or not such interests conflict with the interests of the Company or the Members and other Persons that are party to or otherwise are bound by this LLC Agreement) and shall have no duty or obligation to give any consideration to any interests or factors affecting the Company or the Members or other Persons that are party to or are otherwise bound by this LLC Agreement, or to disclose any such real, perceived or potential conflicts. The pro...
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Performance of Duties; Liability. Trustee shall perform and fulfill faithfully Trustee’s obligations hereunder but shall be under no duty to act until Trustee receives notice of the occurrence of an Event of Default from Agent and arrangements have been made which are satisfactory to Trustee for the indemnification to which Trustee is entitled, the payment of Trustee’s compensation and the reimbursement of any expenses Trustee may incur in the performance of Trustee’s duties. Trustee shall have no liability for Trustee’s acts unless Trustee is guilty of willful misconduct or gross negligence.
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Performance of Duties; Liability. Trustee shall perform and fulfill faithfully its obligations hereunder, but it shall be under no duty to act until it receives notice of the occurrence of an Event of Default from Lender and arrangements have been made which are satisfactory to it for the indemnification to which it is entitled, the payment of its compensation and the reimbursement of any expenses it may incur in the performance of its duties. It shall have no liability for its acts unless it is guilty of willful misconduct or gross negligence.
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Related to Performance of Duties; Liability

  • Performance of Duties Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense.

  • Performance of Duties and Responsibilities Executive shall serve the Company faithfully and to the best of her ability and shall devote her full working time, attention and efforts to the business of the Company during her employment with the Company hereunder. While Executive is employed by the Company during the Term, Executive shall report to the President and to the Chairman, Chief Executive Officer or to such other person as designated by the Board of Directors of Texas Roadhouse, Inc. (the “Board”). Executive hereby represents and confirms that she is under no contractual or legal commitments that would prevent her from fulfilling her duties and responsibilities as set forth in this Agreement. During her employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent, and she may serve as a director of business organizations as approved by the Board, so long as such activities and directorships do not interfere with the performance of her duties and responsibilities hereunder.

  • Performance of Duties and Standard of Care In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the Fund, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice. The Bank will be under no duty or obligation to inquire into and will not be liable for:

  • Limitation of Duties and Liability Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:

  • Landlord's Liability; Certain Duties (a) As used in this Lease, the term "

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Duties and Extent of Services (a) During the Term of Employment, the Executive shall serve as Group President of the Company, and, in such capacity, he shall serve as the senior-most executive responsible for one or more of the Company's brands and/or business units as he may be assigned from time to time. In such capacity, he shall render such executive, managerial, administrative and other services as customarily are associated with and incident to such positions, and as the Company may, from time to time, reasonably require of him consistent with such positions.

  • Conditions to Obligations of Each Party Under This Agreement The respective obligations of Buyer and Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Buyer and Seller, as the case may be in whole or in part, to the extent permitted by applicable Law:

  • Limitation of Agent’s Liability The parties expressly acknowledge that if the representations of Agent under the Agreement, including this Annex I, are true and correct in all material respects during the term of any Transaction and Agent otherwise complies with the provisions of this Annex I, then (a) Agent’s obligations under the Agreement shall not include a guarantee of performance by its Principal or Principals; provided that Agent shall remain liable for performance pursuant to Section 10 of the Agreement, and (b) the other party’s remedies shall not include a right of setoff in respect of rights or obligations, if any, of Agent arising in other transactions in which Agent is acting as principal.

  • No Duties Except as Specified in this Agreement The Interim Eligible Lender Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, service, dispose of or otherwise deal with the Interim Trust Loans, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Interim Eligible Lender Trustee is a party, except as expressly provided by the terms of the Purchase Agreements, the Sale Agreement or this Agreement; and no implied duties or obligations shall be read into this Agreement, the Purchase Agreements or the Sale Agreement against the Interim Eligible Lender Trustee.

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