Common use of Performance of Duties; Liability of Directors and Officers Clause in Contracts

Performance of Duties; Liability of Directors and Officers. In performing his or her duties, each of the Directors and the officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Profits or Losses of the Partnership or any facts pertinent to the existence and amount of assets from which distributions to Limited Partners might properly be paid), of the following other Persons or groups: (a) one or more officers or employees of the Partnership or any of its Subsidiaries; (b) any attorney, independent accountant, or other Person employed or engaged by the Partnership or any of its Subsidiaries; or (c) any other Person who has been selected and monitored with reasonable care by or on behalf of the Partnership or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in the Delaware LP Act or otherwise pursuant to applicable Delaware law. No individual who is a Director or an officer of the Partnership, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Partnership or any of its Subsidiaries, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Director or an officer of the Partnership or any combination of the foregoing.

Appears in 3 contracts

Samples: Limited Liability Limited Partnership Agreement (Ladder Capital Finance Holdings LLLP), Limited Liability Limited Partnership Agreement (Ladder Capital Corp), Limited Liability Limited Partnership Agreement (Ladder Capital Finance Corp)

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Performance of Duties; Liability of Directors and Officers. In performing his or her duties, each of the Directors and the officers Officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Profits profits or Losses losses of the Partnership Company and its Subsidiaries or any facts pertinent to the existence and amount of assets from which distributions Distributions to Limited Partners Members might properly be paid), of the following other Persons or groups: (a) one or more officers Officers or employees of the Partnership Company or any of its Subsidiaries; , (b) any attorney, independent accountant, accountant or other Person employed or engaged by the Partnership Company or any of its Subsidiaries; , or (c) any other Person who has been selected and monitored with reasonable care by or on behalf of the Partnership Company or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in the Delaware LP Act or otherwise pursuant to applicable Delaware law. No individual who is a Director or an officer of the PartnershipOfficer, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, obligation or liability of the Partnership or any of its SubsidiariesCompany, whether that liability or obligation arises in contract, tort, tort or otherwise, otherwise solely by reason of being a Director or an officer of the Partnership Officer or any combination of the foregoing.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Coca Cola Bottling Co Consolidated /De/), Limited Liability Company Agreement (Coca Cola Bottling Co Consolidated /De/)

Performance of Duties; Liability of Directors and Officers. In performing his or her duties, each of the Directors and the officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Profits or Losses of the Partnership or any facts pertinent to the existence and amount of assets from which distributions to Limited Partners might properly be paid), of the following other Persons or groups: (a) one or more officers or employees of the Partnership or any of its Subsidiaries; (b) any attorney, independent accountant, or other Person employed or engaged by the Partnership or any of its Subsidiaries; or (c) any other Person who has been selected and monitored with reasonable care by or on behalf of the Partnership or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in the Delaware LP Act or otherwise pursuant to applicable Delaware law. No individual who is a Director or an officer of the Partnership, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Partnership or any of its Subsidiaries, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Director or an officer of the Partnership or any combination of the foregoing.

Appears in 2 contracts

Samples: Separate Series Agreement (TCP-ASC ACHI Series LLLP), Separate Series Agreement (TCP-ASC ACHI Series LLLP)

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Performance of Duties; Liability of Directors and Officers. In performing his or her duties, each of the Directors and the officers of each Series shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Profits or Losses of the Partnership such Series or any facts pertinent to the existence and amount of assets from which distributions to Limited Partners of such Series might properly be paid), of the following other Persons or groups: (a) one or more officers or employees of the Partnership applicable Series or any of its Subsidiaries; (b) any attorney, independent accountant, or other Person employed or engaged by the Partnership such Series or any of its Subsidiaries; or (c) any other Person who has been selected and monitored with reasonable care by or on behalf of the Partnership such Series or any of its Subsidiaries, in each case, as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in the Delaware LP Act or otherwise pursuant to applicable Delaware law. No individual who is a Director or an officer of the Partnershipa Series, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Partnership Partnership, any Series, or any of its their respective Subsidiaries, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Director or an officer of the Partnership a Series or any combination of the foregoing.

Appears in 1 contract

Samples: Limited Liability Limited Partnership Agreement (Ladder Capital Corp)

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