Common use of Liability Clause in Contracts

Liability. The Noteholders’ Representative is liable to the Noteholders as joint creditors for the proper performance of his duties; in his activities, the Noteholders’ Representative must exercise the diligence of a prudent and conscientious manager. There is no breach of duty if the Noteholders’ Representative could reasonably assume when making a business decision that he was acting in the best interests of the Noteholders on the basis of appropriate information. The Noteholders’ Representative is not subject to a reversal of the burden of proof analogous to section 93 paragraph 2 sentence 2 of the German Stock Corporation Act. The liability of the Noteholders’ Representative's is limited to intent and gross negligence. Liability is limited to ten times his annual remuneration, unless he has acted with intent or gross negligence. The Noteholders shall decide on the assertion of claims for damages by the Noteholders against the Noteholders’ Representative.