Limitation of Liability and Duties Sample Clauses

The Limitation of Liability and Duties clause sets boundaries on the extent to which each party can be held responsible for losses or damages arising from the agreement. Typically, this clause caps the maximum amount one party must pay if something goes wrong and may exclude liability for certain types of damages, such as indirect or consequential losses. By clearly defining these limits and outlining each party's specific obligations, the clause helps manage risk and provides predictability, ensuring that neither party faces unlimited or unforeseen liabilities.
Limitation of Liability and Duties. The provisions of this Agreement, to the extent that they expand, restrict or eliminate the duties and liabilities of any Covered Person otherwise existing at law or in equity, are agreed by the Members to modify to that extent such other duties and liabilities of the Covered Persons to the extent permitted by Applicable Law. To the fullest extent permitted by Applicable Law and notwithstanding any other provision of this Agreement or applicable provisions of law or equity, whenever in this Agreement a Covered Person is permitted or required to make a decision or take an action or omit to do any of the foregoing (i) in his, her or its “sole discretion” or “discretion” or under a similar grant of authority or latitude or without any express standard being stated (including, without limitation, standards such as “reasonable” or “good faith”), such Covered Person will be entitled to consider such interests and factors, including his, her or its own interests, as such Covered Person desires and will have no duty or obligation to consider any other interests or factors affecting the Company or any other Person, or (ii) with an express standard of behavior (including, without limitation, standards such as “reasonable” or “good faith”), then the Covered Person will comply with such express standard and will not be subject to any other or different standard.
View SourceView Similar (2)
Limitation of Liability and Duties of Members 37 Section 7.02. Lack of Authority 38 Section 7.03. No Right of Partition 38 Section 7.04. Indemnification 38 Section 7.05. Members Right to Act 39 Section 7.06. Inspection Rights 40 Section 8.01. Records and Accounting 41 Section 8.02. Fiscal Year 41 Section 9.01. Preparation of Tax Returns 41 Section 9.02. Tax Controversies 42 Section 9.03. Member Tax Matters 42 Section 9.04. Partnership Continuation 42 Section 10.01. Transfers by Members 43 Section 10.02. Permitted Transfers 43 Section 10.03. Restricted Units Legend 44 Section 10.04. Transfer 44 Section 10.05. Assignee’s Rights 44 Section 10.06. Assignor’s Rights and Obligations 45 Section 10.07. Overriding Provisions 45 Section 11.01. Substituted Members 46 Section 11.02. Additional Members 46 Section 12.01. Withdrawal and Resignation of Members 47 Section 13.01. Dissolution 47 Section 13.02. Liquidation and Termination 47 Section 13.03. Deferment; Distribution in Kind 48 Section 13.04. Cancellation of Certificate 49 Section 13.05. Reasonable Time for Winding Up 49 Section 13.06. Return of Capital 49 Section 14.01. Determination 49 Section 14.02. Dispute Resolution 49 Section 15.01. Power of Attorney 50 Section 15.02. Title to Company Assets 51 Section 15.03. Notices 51 Section 15.04. Binding Effect 51 Section 15.05. Governing Law; Jurisdiction; Specific Performance 51 Section 15.06. Counterparts; Electronic Transmission of Signatures 52 Section 15.07. Assignment; No Third Party Beneficiaries 52 Section 15.08. Severability 53 Section 15.09. Entire Agreement 53 Section 15.10. Amendments 53 Section 15.11. Waiver 53 Section 15.12. Creditors 53 Section 15.13. Further Action 54 Section 15.14. Right of Offset 54 Section 15.15. Descriptive Headings; Interpretation 54 SCHEDULE 1 EXHIBIT A This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April 15, 2020, is entered into by and among B▇▇▇▇ H▇▇▇▇▇ Holdings LLC, a Delaware limited liability company (the “Company”), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).
View Source
Limitation of Liability and Duties of Members and Officers 30 Section 7.02 No Right of Partition 31 Section 7.03 Indemnification 31 Section 7.04 Members Right to Act 32 Section 7.05 Inspection Rights 33 Article VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS Section 8.01 Records and Accounting 34 Section 8.02 Fiscal Year 34 Article IX
View Source
Limitation of Liability and Duties 
View SourceView Similar (2)

Related to Limitation of Liability and Duties

  • Limitation of Liability and Damages NEITHER CCH NOR ITS VENDORS AND LICENSORS SHALL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER. EXCLUDING CCH’S OBLIGATIONS TO INDEMNIFY CUSTOMER FOR INTELLECTUAL PROPERTY INFRINGEMENT AS PROVIDED IN SECTION 16 OR CCH’S WILFULL MISCONDUCT, THE TOTAL LIABILITY OF CCH AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE PRODUCT, AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE HEREUNDER BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. The allocations of liability in this Section 17 represent the agreed, bargained-for understanding of the parties and CCH’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in the Agreement are intended by the parties to apply regardless of the form of lawsuit or claim a party may bring, whether in tort, contract or otherwise, and regardless of whether any limited remedy provided for in the Agreement fails of its essential purpose.

  • LIMITATION OF LIABILITY AND REMEDIES Esri will use commercially reasonable efforts to provide corrections or workaround solutions for any problem or issue reported and determined to be in the Software or the documentation at no cost to Licensee for the term of this Agreement. While it is Esri's goal to provide an acceptable resolution for incoming problems/issues and incidents, Esri cannot predict a resolution time and is unable to guarantee that all problems or issues can be resolved or addressed. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, ESRI DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. ESRI DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED. If Esri fails to fulfill its obligations under this Agreement, Licensee's sole and exclusive remedy is the right to terminate this Agreement immediately for the affected Software. IN NO EVENT SHALL ESRI BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ESRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • 3Limitation of Liability ICANN’s aggregate monetary liability for violations of this Agreement will not exceed an amount equal to the Registry-Level Fees paid by Registry Operator to ICANN within the preceding twelve-month period pursuant to this Agreement (excluding the Variable Registry-Level Fee set forth in Section 6.3, if any). Registry Operator’s aggregate monetary liability to ICANN for breaches of this Agreement will be limited to an amount equal to the fees paid to ICANN during the preceding twelve-month period (excluding the Variable Registry-Level Fee set forth in Section 6.3, if any), and punitive and exemplary damages, if any, awarded in accordance with Section 5.2, except with respect to Registry Operator’s indemnification obligations pursuant to Section 7.1 and Section 7.2. In no event shall either party be liable for special, punitive, exemplary or consequential damages arising out of or in connection with this Agreement or the performance or nonperformance of obligations undertaken in this Agreement, except as provided in Section 5.2. Except as otherwise provided in this Agreement, neither party makes any warranty, express or implied, with respect to the services rendered by itself, its servants or agents, or the results obtained from their work, including, without limitation, any implied warranty of merchantability, non-infringement or fitness for a particular purpose.

  • Limitation of Liability and Indemnification of Member i. The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the Member. ii. The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the Member harmless from and against any and all liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding (“Claim”), as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the standards set forth in Section 10(a)(i). iii. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Company, without interest, if the Member is Judicially Determined not to be entitled to indemnification. iv. All rights of the Member to indemnification under this Section 10(a) shall (i) be cumulative of, and in addition to, any right to which the Member may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Member. v. The termination of any Claim or threatened Claim against the Member by judgment, order, settlement or upon a plea of nolo contendere or its equivalent shall not, of itself, cause the Member not to be entitled to indemnification as provided herein unless and until Judicially Determined to not be so entitled.