Advisor’s Liability. (a) Notwithstanding any other provisions of this Agreement, in no event shall the Company make any claim against the Advisor, or its Affiliates, on account of any good faith interpretation by Advisor of the provisions of this Agreement (even if such interpretation is later determined to be a breach of this Agreement) or any alleged errors in judgment made in good faith and in accordance with this Agreement in connection with the operations of the Company hereunder by the Advisor or the performance of any advisory or technical services provided by or arranged by the Advisor. The provisions of this Section 21(a) shall not be deemed to release the Advisor from liability for its gross negligence or reckless disregard of its duties. (b) The Company shall not object to any expenditures made by the Advisor in good faith in the course of its performance of its obligations under this Agreement or in settlement of any claim arising out of the operation of the Company unless such expenditure is specifically prohibited by this Agreement or the Charter. The provisions of this Section 21(b) shall not be deemed to release the Advisor from liability for its gross negligence or reckless disregard of its duties. (c) In no event will either party be liable for damages based on loss of income, profit or savings or indirect, incidental, consequential, exemplary, punitive or special damages of the other party or person, including third parties, even if such party has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed. In no event will the Advisor's aggregate liability under this Agreement ever exceed the total amount of fees it actually receives from the Company pursuant to Article 9.
Appears in 4 contracts
Sources: Advisory Agreement (Cornerstone Core Properties REIT, Inc.), Advisory Agreement (Cornerstone Realty Fund Inc), Advisory Agreement (Cornerstone Core Properties REIT, Inc.)
Advisor’s Liability. (a) Notwithstanding any other provisions of this Agreement, in no event shall the Company make any claim against the Advisor, or its Affiliates, on account of any good faith interpretation by Advisor of the provisions of this Agreement (even if such interpretation is later determined to be a breach of this Agreementlegally incorrect) or any alleged errors in judgment made in good faith and in accordance with this Agreement in connection with the operations of the Company hereunder by the Advisor or the performance of any advisory or technical services provided by or arranged by the Advisor. The provisions of this Section 21(a20(a) shall not be deemed to release the Advisor from liability for its gross negligence or reckless disregard of its duties.
(b) The Company shall not object to any expenditures made by the Advisor in good faith in the course of its performance of its obligations under this Agreement or in settlement of any claim arising out of the operation of the Company unless such expenditure is specifically prohibited by this Agreement or the Charter. The provisions of this Section 21(b20(b) shall not be deemed to release the Advisor from liability for its gross negligence or reckless disregard of its duties.
(c) In no event will either party be liable for damages based on loss of income, profit or savings or indirect, incidental, consequential, exemplary, punitive or special damages of the other party or person, including third parties, even if such party has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed. In no event will the Advisor's aggregate liability under this Agreement ever exceed the total amount of fees it actually receives from the Company pursuant to Article Section 9.
Appears in 3 contracts
Sources: Advisory Agreement (Shopoff Properties Trust, Inc.), Advisory Agreement (Shopoff Properties Trust, Inc.), Advisory Agreement (Shopoff Properties Trust, Inc.)
Advisor’s Liability. (a) Notwithstanding any other provisions of this Agreement, in no event shall the Company make any claim against the Advisor, or its Affiliates, on account of any good faith interpretation by Advisor of the provisions of this Agreement (even if such interpretation is later determined to be a breach of this Agreementlegally incorrect) or any alleged errors in judgment made in good faith and in accordance with this Agreement in connection with the operations of the Company hereunder by the Advisor or the performance of any advisory or technical services provided by or arranged by the Advisor. The provisions of this Section 21(a20(a) shall not be deemed to release the Advisor from liability for its gross negligence or reckless disregard of its duties.
(b) The Company shall not object to any expenditures made by the Advisor in good faith in the course of its performance of its obligations under this Agreement or in settlement of any claim arising out of the operation of the Company unless such expenditure is specifically prohibited by this Agreement or the Charter. The provisions of this Section 21(b20(b) shall not be deemed to release the Advisor from liability for its gross negligence or reckless disregard of its duties.
(c) In no event will either party be liable for damages based on loss of income, profit or savings or indirect, incidental, consequential, exemplary, punitive or special damages of the other party or person, including third parties, even if such party has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed. In no event will the Advisor's aggregate liability under this Agreement ever exceed the total amount of fees it actually receives from the Company pursuant to Article Section 9.
Appears in 2 contracts
Sources: Advisory Agreement (Shopoff Properties Trust, Inc.), Advisory Agreement (Shopoff Properties Trust, Inc.)
Advisor’s Liability. (a) Notwithstanding any other provisions of this Agreement, in no event shall the Company make any claim against the Advisor, or its Affiliates, on account of any good faith interpretation by Advisor of the provisions of this Agreement (even if such interpretation is later determined to be a breach of this Agreement) or any alleged errors in judgment made in good faith and in accordance with this Agreement in connection with the operations of the Company hereunder by the Advisor or the performance of any advisory or technical services provided by or arranged by the Advisor. The provisions of this Section 21(a) shall not be deemed to release the Advisor from liability for its gross negligence negligence, misconduct or reckless disregard of its duties.
(b) The Company shall not object to any expenditures made by the Advisor in good faith in the course of its performance of its obligations under this Agreement or in settlement of any claim arising out of the operation of the Company unless such expenditure is specifically prohibited by this Agreement or the Charter. The provisions of this Section 21(b) shall not be deemed to release the Advisor from liability for its gross negligence negligence, misconduct or reckless disregard of its duties.
(c) In no event will either party be liable for damages based on loss of income, profit or savings or indirect, incidental, consequential, exemplary, punitive or special damages of the other party or person, including third parties, even if such party has been advised of the possibility of such damages in advance, and all such damages are expressly disclaimed. In no event will the Advisor's aggregate liability under this Agreement ever exceed the total amount of fees it actually receives from the Company pursuant to Article 9.
Appears in 1 contract
Sources: Advisory Agreement (Cornerstone Core Properties REIT, Inc.)