Liability of Company. The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.
Liability of Company. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and transfer of any Shares pursuant to this Agreement shall relieve the Company of any liability with respect to the non-issuance or transfer of the Shares as to which such approval shall not have been obtained. However, the Company shall use commercially reasonable efforts to obtain all such approvals.
Liability of Company. (a) If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock that may be issued under the Plan without shareholder approval, then this option shall be void with respect to such excess shares, unless shareholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the applicable provisions of the Plan.
(b) The inability of the Company to obtain approval from any regulatory body having authority the Company deems necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Company of any liability with respect to the nonissuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company shall use its best efforts to obtain all such approvals.
Liability of Company. (a) If the Option Shares exceed, as of the Grant Date, the number of shares that may without shareholder approval be issued under the Plan, then this option will be void with respect to such excess shares unless shareholder approval of an amendment sufficiently increasing the number of shares issuable under the Plan is obtained in accordance with the provisions of the Plan.
(b) The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any common stock pursuant to this option will relieve the Company of any liability with respect to the non-issuance or sale of the common stock as to which such approval is not obtained.
Liability of Company. To the full extent permitted by South Dakota law, no officer, Member or Manager shall be liable to the Company or its Members for monetary damages for an act or omission in such Person’s capacity as an officer, Member or Manager of the Company, except that this Article does not eliminate or limit the liability of an officer, Member or Manager to the extent the officer, Member or Manager is found liable for:
(a) a breach of the duty of loyalty to the Company or its Members;
(b) an act or omission not in good faith that constitutes a breach of duty to the Company or its Members or an act or omission that involves gross negligence, intentional misconduct or a known violation of the law;
(c) a transaction from which the officer, Member or Manager received an improper benefit whether or not the benefit resulted from an action taken within the scope of the officer’s, Member’s or Manager’s office; or
(d) an act or omission for which the liability of an officer, Member or Manager is expressly provided for by applicable statute.
Liability of Company. To the full extent permitted by South Dakota law, no officer, Member or Manager shall be liable to the Company or its Members for monetary damages for an act or omission in such Person’s capacity as an officer, Member or Manager of the Company, except that this Article does not eliminate or limit the liability of an officer, Member or Manager to the extent the officer, Member or Manager is found liable for:
(a) a breach of the duty of loyalty to the Company or its Members;
(b) an act or omission not in good faith that constitutes a breach of duty to the Company or its Members or an act or omission that involves (i) gross negligence or misconduct if the person to be indemnified is an independent Member or Manager, (ii) negligence or misconduct if the person to be indemnified is an officer or is not an independent Member or Manager, (iii) misconduct or (iv) a known violation of the law;
(c) a transaction from which the officer, Member or Manager received an improper benefit whether or not the benefit resulted from an action taken within the scope of the officer’s Member’s or Manager’s office; or
(d) an act or omission for which the liability of an officer, Member or Manager is expressly provided for by applicable statute.
Liability of Company. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any common stock pursuant to this Option shall relieve the Company of any liability with respect to the non-issuance or sale of the common stock as to which such approval shall not have been obtained. The Company, however, shall use its best efforts to obtain all such approvals.
Liability of Company. 8.1. If the Sponsor submits complete and approved Copy prior to the Copy Deadline and it is not published in the Doing Business Guide then the Sponsor shall be entitled to a refund of the Sponsorship Fee.
8.2. If the Sponsor provides approved Copy prior to the Copy Deadline and it is published containing an error or an omission, the Sponsor will be entitled to a refund of all or such part of the Sponsorship Fee as is fair and reasonable in the circumstances. The Sponsor shall not be entitled to a refund in respect of any mistake contained in approved Copy unless the error has been notified to the Company in writing before the Copy Deadline.
8.3. Notwithstanding anything to the contrary in this Agreement, the liability of the Company to the Sponsor for death or injury resulting from its own or its employees’ negligence shall not be limited.
8.4. Subject to condition 8.3, the entire liability of the Company shall be limited to damages of an amount equal to125% of the amount of the Sponsorship Fee (exclusive of VAT) paid by the Sponsor under this Agreement in the immediately preceding twelve month period in respect of any damage or loss.
8.5. Subject to condition 8.3, the Company shall not be liable to the Sponsor for loss of profits, goodwill or any other type of indirect or consequential loss (including loss or damage suffered by the Sponsor as a result of any action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Sponsor incurring the same.
Liability of Company. Except as may be determined by the Board of Directors, in its sole discretion from time to time, all benefits payable under this Plan shall be paid or provided solely from the Trust Fund and the Company (other than Host Marriott, L.P. in its role as Named Fiduciary) assumes no liability or responsibility therefore; its obligation which is expressly stated to be non-contractual is limited solely to the making of contributions to the Trust Fund as provided in this Plan.
Liability of Company. Company shall be liable for any loss or damage resulting from Company's breach of this Agreement or to which Company's negligence contributed, or which resulted from unauthorized, fraudulent, or dishonest acts by Company's current and/or former Authorized Representatives. Such liability includes instances when a current or former Authorized Representative effects one or more wire transfers to Company's detriment. Company does hereby certify to Bank that only duly Authorized Persons will initiate any requests for wire transfers from accounts of Company identified in any Exhibits. Authorized persons will initiate electronic wire transfer instructions to Bank either by phone, in person or electronically. Authorized persons given security level for wire transfers, by Company, to and from Company’s accounts identified in any Exhibits, have been granted through security clearance pursuant to this Agreement and any attachments, exhibits, schedules and/or amendments hereinafter attached thereto. Bank is authorized to honor requests for wire transfers made by Authorized Persons,
