Limitations on Personal Liability Sample Clauses

The "Limitations on Personal Liability" clause serves to restrict or eliminate the personal financial responsibility of certain individuals, such as company directors, officers, or employees, for obligations or liabilities arising from the contract. Typically, this clause clarifies that only the company or legal entity, and not its representatives, can be held liable for breaches or claims related to the agreement. By doing so, it protects individuals from personal lawsuits or financial exposure, ensuring that liability is appropriately allocated to the business entity and reducing personal risk for those acting on its behalf.
Limitations on Personal Liability. ‌ In the event a Faculty Member is sued for an act, event, or omission which may fall within the scope of Chapter 768, Florida Statutes, the Faculty Member should notify the President’s office as soon as possible after receipt of the summons commencing the action in order that the Board may fulfill its obligation. Failure to notify the President’s office promptly may affect the rights of the parties. For information purposes, the following pertinent language of Section 768.28(9), Florida Statutes, is reproduced herein. No officer, employee, or agent of the State or its sub- divisions shall be held personally liable in tort for any injuries or damages suffered as a result of any act, event or omission of action in the scope of his or her employment or function unless such officer, employee or agent acted in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property.
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Limitations on Personal Liability. The limitations on personal liability of the shareholders, partners and members of the Borrowers contained in Section 13.27 of the Loan Agreement shall apply to this Agreement and are incorporated herein by this reference. All exhibits, schedules or other items attached hereto are incorporated into this Agreement by such attachment for all purposes.
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Limitations on Personal Liability. The limitations on personal liability of the shareholders, partners and members of the Borrowers contained in Section 13.27 of the Loan Agreement shall apply to this.
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Limitations on Personal Liability. (a) No Member, Manager or Authorized Agent shall have any personal liability whatsoever for any obligations or liabilities of the Company whatsoever except if and then only to the extent expressly provided in the Act. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the Act shall not be grounds for imposing personal liability on any Member, Manager or Authorized Agent for obligations or liabilities of the Company. (b) No Member, Manager, any Authorized Agent nor any affiliate of any of the foregoing shall have any personal liability to the Company or any of the Members for damages for any breach of duty as a manager of the Company or as an Authorized Agent, as the case may be, and/or when acting with the consent of the Manager; provided that the foregoing provision shall not eliminate or limit the liability of any such person if a final judgment or other final adjudication adverse thereto establishes that the acts or omissions thereof were the result of fraud, intentional misconduct or such other conduct which under applicable law precludes the elimination or limitation of such liability. (c) Neither the Manager nor any Member or Authorized Agent shall be personally liable for the return or payment of all or any portion of the capital of or profits allocable to or loans to the Company by any Member (or any successor, assignee or transferee thereof), it being expressly agreed that any such return of capital or payment of profits made pursuant to this Agreement, or any payment or repayment in respect of any such loan, shall be made solely from the assets of the Company (which shall not include any right of contribution from the Manager, any Member or any Authorized Agent). (d) Notwithstanding the foregoing, the Manager shall cause the Company to obtain and maintain sufficient insurance to cover losses which may be incurred by the Company in its usual course of operation. The Class A Member shall have the right to review said insurance and require the Company to increase its limits as it may reasonably deem appropriate from time to time.
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Limitations on Personal Liability. (a) The Members shall not have any liability for any obligations or liabilities of the Company whatsoever except if and then only to the extent expressly provided in the Act. (b) No Managing Member, nor any affiliate of any Managing Member, shall have any personal liability to the Company or any of the Members for damages for any breach of duty as a manager of the Company or as a Managing Member or as an Authorized Agent, as the case may be, and/or when acting with the consent of the Managing Member(s); provided that the foregoing provision shall not eliminate or limit the liability of any Managing Member if a judgment or other final adjudication adverse thereto establishes that acts or omissions thereto were in bad faith or involved intentional misconduct or a knowing violation of law or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled thereto. (c) No Member or Managing Member shall be personally liable for the return or payment of all or any portion of the capital of or profits allocable to or loans to the Company by any Member (or any successor, assignee or transferee thereof), it being expressly agreed that any such return of capital or payment of profits made pursuant to this Agreement, or any payment or repayment in respect of any such loan, shall be made solely from the assets of the Company (which shall not include any right of contribution from any Member or Managing Member).
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Limitations on Personal Liability. None of the partners, trustees, beneficiaries, shareholders, members, managers, directors, officers, employees, agents or representatives of any party to this Agreement shall have any personal liability for any of the liabilities or obligations of any such party hereunder or any documents executed pursuant hereto, including, without limitation, in any of the documents which are executed and delivered by the parties at the Closing.
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Limitations on Personal Liability. No Member Designee or Board member shall be personally liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Member Designee or Board member except for liability for acts or omissions not in good faith or which involve intentional misconduct or, a knowing violation of law. Nothing herein shall limit or otherwise affect the obligation or right of the Company to indemnify any other individual to the full extent permitted by law.
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Limitations on Personal Liability. The terms and provisions of Section 11.1 of the Loan Agreement shall apply to this Amendment. EAST\44055151.10
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Related to Limitations on Personal Liability

  • Limitation on Personal Liability All parties to this Agreement acknowledge and agree that the Trust is a series trust and all debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets held with respect to such series only, and not against the assets of the Trust generally or against the assets held with respect to any other series and further that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing.

  • Limits on Personal Liability (a) Except as otherwise provided in this Section 9, Borrower shall have no personal liability under this Note, the Security Instrument or any other Loan Document for the repayment of the Indebtedness or for the performance of any other obligations of Borrower under the Loan Documents and ▇▇▇▇▇▇'s only recourse for the satisfaction of the Indebtedness and the performance of such obligations shall be Lender's exercise of its rights and remedies with respect to the Mortgaged Property and to any other collateral held by Lender as security for the Indebtedness. This limitation on Borrower's liability shall not limit or impair Lender's enforcement of its rights against any guarantor of the Indebtedness or any guarantor of any other obligations of Borrower. (b) Borrower shall be personally liable to Lender for the amount of the Base Recourse, plus any other amounts for which Borrower has personal liability under this Section 9. (c) In addition to the Base Recourse, Borrower shall be personally liable to Lender for the repayment of a further portion of the Indebtedness equal to any loss or damage suffered by ▇▇▇▇▇▇ as a result of the occurrence of any of the following events: (i) ▇▇▇▇▇▇▇▇ fails to pay to Lender upon demand after an Event of Default all Rents to which ▇▇▇▇▇▇ is entitled under Section 3(a) of the Security Instrument and the amount of all security deposits collected by Borrower from tenants then in residence. However, Borrower will not be personally liable for any failure described in this subsection (i) if Borrower is unable to pay to Lender all Rents and security deposits as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (ii) ▇▇▇▇▇▇▇▇ fails to apply all insurance proceeds and condemnation proceeds as required by the Security Instrument. However, ▇▇▇▇▇▇▇▇ will not be personally liable for any failure described in this subsection (ii) if Borrower is unable to apply insurance or condemnation proceeds as required by the Security Instrument because of a valid order issued in a bankruptcy, receivership, or similar judicial proceeding. (iii) Borrower fails to comply with Section 14(g) or (h) of the Security Instrument relating to the delivery of books and records, statements, schedules and reports. (iv) Borrower fails to pay when due in accordance with the terms of the Security Instrument the amount of any item below marked "Deferred"; provided however, that if no item is marked "Deferred", this Section 9(c)(iv) shall be of no force or effect. [Deferred] Hazard Insurance premiums or other insurance premiums, [Deferred] Taxes, [Deferred] water and sewer charges (that could become a lien on the Mortgaged Property), [ N/A ] ground rents, [Deferred] assessments or other charges (that could become a lien on the Mortgaged Property) (d) In addition to the Base Recourse, Borrower shall be personally liable to Lender for: (i) the performance of all of Borrower's obligations under Section 18 of the Security Instrument (relating to environmental matters); (ii) the costs of any audit under Section 14(g) of the Security Instrument; and (iii) any costs and expenses incurred by ▇▇▇▇▇▇ in connection with the collection of any amount for which ▇▇▇▇▇▇▇▇ is personally liable under this Section 9, including Attorneys' Fees and Costs and the costs of conducting any independent audit of ▇▇▇▇▇▇▇▇'s books and records to determine the amount for which Borrower has personal liability. (e) All payments made by Borrower with respect to the Indebtedness and all amounts received by Lender from the enforcement of its rights under the Security Instrument and the other Loan Documents shall be applied first to the portion of the Indebtedness for which ▇▇▇▇▇▇▇▇ has no personal liability. (f) Notwithstanding the Base Recourse, Borrower shall become personally liable to Lender for the repayment of all of the Indebtedness upon the occurrence of any of the following Events of Default: (i) Borrower's ownership of any property or operation of any business not permitted by Section 33 of the Security Instrument; (ii) a Transfer (including, but not limited to, a lien or encumbrance) that is an Event of Default under Section 21 of the Security Instrument, other than a Transfer consisting solely of the involuntary removal or involuntary withdrawal of a general partner in a limited partnership or a manager in a limited liability company; or (iii) fraud or written material misrepresentation by Borrower or any officer, director, partner, member or employee of Borrower in connection with the application for or creation of the Indebtedness or any request for any action or consent by ▇▇▇▇▇▇. (g) To the extent that ▇▇▇▇▇▇▇▇ has personal liability under this Section 9, Lender may exercise its rights against ▇▇▇▇▇▇▇▇ personally without regard to whether ▇▇▇▇▇▇ has exercised any rights against the Mortgaged Property or any other security, or pursued any rights against any guarantor, or pursued any other rights available to Lender under this Note, the Security Instrument, any other Loan Document or applicable law. To the fullest extent permitted by applicable law, in any action to enforce Borrower's personal liability under this Section 9, Borrower waives any right to set off the value of the Mortgaged Property against such personal liability.

  • Limitation of Personal Liability All the parties hereto acknowledge and agree that all liabilities of the Trust arising, directly or indirectly, under this Agreement, of any and every nature whatsoever, shall be satisfied solely out of the assets of the Fund and that no Trustee, officer or holder of shares of beneficial interest of the Trust shall be personally liable for any of the foregoing liabilities. The Trust Instrument describes in detail the respective responsibilities and limitations on liability of the Trustees, officers and holders of shares of beneficial interest of the Trust.

  • Limitations on Liability The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date: (i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence; (ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest; (iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6); (iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee; (v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or (vi) the Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions, loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

  • Waiver of Personal Liability No member, officer, agent or employee of the Issuer or any of its program participants or any director, officer, agent or employee of the Borrower shall be individually or personally liable for the payment of any principal (or redemption price) or interest on the Bonds or any other sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement; but nothing herein contained shall relieve any such member, director, officer, agent or employee from the performance of any official duty provided by law or by this Loan Agreement.