Advisory Responsibility Clause Samples

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Advisory Responsibility. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and with integrity, and shall not be responsible for any action of the Company in following or declining to follow any advice or recommendation of the Advisor. Neither the Advisor, its shareholders, directors, officers nor employees nor any of its Affiliates, nor any Person contracting with the Advisor for services and its shareholders, directors, officers and employees nor any of its Affiliates shall be liable to the Company or its Shareholders, except by reason of acts constituting gross negligence or willful misconduct. The Advisor hereby agrees to look solely to the assets of the Company for satisfaction of all claims against the Company, and in no event shall any Shareholder, Director, officer or agent of the Company have any personal liability for the obligation of the Company under this Agreement.
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Advisory Responsibility. The Advisor assumes no responsibility under this Agreement other than to use its best efforts to render the services called for hereunder in good faith. The Advisor shall not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Advisor. The Advisor, its officers, directors and employees, shall not be liable to the Company, the Company's Shareholders, or others, except by reason of acts constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of duty. The Advisor shall reimburse, indemnify and hold harmless the Company, its officers, directors and employees for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including reasonable attorneys' fees) (collectively, "Losses"), and respect of or arising from any acts or omissions of the Advisor or any of its Affiliates constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of duty. The Company shall reimburse, indemnify and hold harmless the Advisor, its officers, directors and employees, for and from any and all Losses in respect of or arising from any acts or omissions of the Advisor, its officers, directors and employees, made in good faith in the performance of the Advisor's duties under this Agreement and not constituting bad faith, misconduct, illegality, gross negligence or reckless disregard of its duties.
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Advisory Responsibility. The Advisor assumes no responsibility under this Agreement other than to exercise reasonable efforts to render the services called for hereunder in good faith. The Advisor shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Advisor. The Advisor, its officers, directors, managers, members and employees, shall not be liable to the Company, the Board of Directors, its officers, the Shareholders, the holders of Senior Securities, or any other Persons, except by reason of acts proven by a court of competent jurisdiction to constitute bad faith, intentional misconduct, gross negligence or reckless disregard of duty. Subject to the provisions of the last two (2) sentences of this Article X, the Advisor shall reimburse, indemnify and hold harmless the Company, the Board of Directors, its officers, the Shareholders and the holders of Senior Securities, for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature (including reasonable attorneys' fees) (collectively, "Losses"), and in respect of or arising from any acts or omissions of the Advisor, its officers, directors, managers, members or employees, or any of its Affiliates, which are determined by a court of competent jurisdiction to constitute bad faith, intentional misconduct, gross negligence or reckless disregard of duty. The Company shall reimburse, defend, indemnify and hold harmless the Advisor, its officers, directors, managers, members, employees, contractors and agents, for and from any and all Losses in respect of or arising from any acts or omissions of the Advisor, its officers, directors, managers, members and employees, and its Affiliates, made in good faith in the performance of the Advisor's duties and responsibilities under this Agreement and not constituting bad faith, intentional misconduct, gross negligence or reckless disregard of its duties. The Company confirms that in performing services hereunder the Advisor (including its officers, directors, managers, members, employees and Affiliates) will be an agent of the Company for the purpose of the indemnification provisions of the Charter and Bylaws, as from time to time amended. Notwithstanding anything contained in this Article X to the contrary, the Advisor, nor its officers, directors, managers, members or Affiliates, shall be liable to the Company, the Board of Directors, its officers, the Shareholders, th...
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Advisory Responsibility. Management assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and with integrity, and shall not be responsible for any action of E12 in following or declining to follow any advice or recommendation of Management. Neither Management, its Affiliates (including, without limitation, E11), its or their respective partners, members, directors, officers, agents, representatives, contractors or employees shall be liable to E12 or its partners, except by reason of acts constituting willful misconduct or gross negligence. Management hereby agrees to look solely to the assets of E12 for satisfaction of all claims against E12, and in no event shall any partner, Director, officer or agent of E12 have any personal liability for the obligation of E12 under this Agreement. E12 hereby agrees to look solely to the assets of Management for satisfaction of all claims under or related to this Agreement, and in no event shall any of the following (collectively and individually, the “Non-Parties”) Shareholder, Director, officer, agent, representative, contractor or employee of Management or any Affiliate thereof (including, without limitation, E11) have any personal liability for any obligations or liabilities hereunder.
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Related to Advisory Responsibility

  • Primary Responsibility The Company acknowledges that to the extent Indemnitee is serving as a director on the Company’s board of directors at the request or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the “Secondary Indemnitors”), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 15.

  • Regulatory Responsibilities 6.6.1 From and after the Closing, subject to the terms of the Transition Services Agreement and except as required by a Party to comply with applicable Law or to exercise its rights and obligations hereunder or under any other Ancillary Agreement, Purchaser shall have the sole right and responsibility for preparing, obtaining and maintaining all Regulatory Approvals necessary for the Product Business, and for conducting communications with Governmental Authorities of competent jurisdiction, for Seller Products. Without limitation of the foregoing, promptly following the Closing, Purchaser shall obtain such FDA approvals as are necessary for Purchaser’s own Product labeling and shall comply with such FDA approvals upon receipt thereof. 6.6.2 Subject to the terms of the Transition Services Agreement from and after the Closing, Seller shall support Purchaser, as may be reasonably necessary and practicable, at Purchaser’s cost and expense, in preparing, obtaining and maintaining all Regulatory Approvals for the Seller Products, including providing necessary documents or other materials required by applicable Law for Purchaser to obtain or maintain such Regulatory Approvals, in each case, in accordance with the terms and conditions of this Agreement. 6.6.3 Except to the extent otherwise provided in the Transition Services Agreement, from and after the Closing, Seller shall provide Purchaser with (i) copies of all written or electronic correspondence relating to any Seller Product received by Seller, its Affiliates, licensees, sublicensees or distributors from, or submitted by Seller, its Affiliates, licensees, sublicensees or distributors to, Regulatory Authorities; and (ii) copies of all meeting minutes and other similar summaries of all meetings, conferences and discussions held by Seller with Regulatory Authorities to the extent relating to any Seller Product, including copies of all contact reports produced by Seller and its Affiliates, licensees, sublicensees and distributors, in each case ((i) and (ii)), within ten (10) Business Days after Seller’s receipt, submission or production of the foregoing, as applicable. To the extent applicable, Seller shall provide Purchaser a draft of any written response thereto reasonably in advance (in light of the prevailing circumstances) of submitting such response to the applicable Regulatory Authorities.

  • Union Responsibility The Union will attend to any necessary documentation required as a result of a change in the designated institution.

  • City Responsibilities 2.8.1 CITY shall make available to CONSULTANT all technical data that is in CITY'S possession, reasonably required by CONSULTANT relating to the SERVICES. 2.8.2 CITY shall provide access to and make all provisions for CONSULTANT to enter upon public and private lands, to the fullest extent permitted by law, as reasonably required for CONSULTANT to perform the SERVICES. 2.8.3 CITY shall examine all reports, correspondence, and other documents presented by CONSULTANT upon request of CITY, and render, in writing, decisions pertaining thereto within a reasonable time so as not to delay the work of CONSULTANT. 2.8.4 It is expressly understood and agreed that all work done by CONSULTANT shall be subject to inspection and acceptance by CITY and approval of SERVICES shall not forfeit the right of CITY to require correction, and nothing contained herein shall relieve CONSULTANT of the responsibility of the SERVICES required under the terms of this Contract until all SERVICES have been completed and accepted by CITY.

  • Joint Responsibility If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.