Waiver of liability clause samples

4. We note that clause (1)on page 3 of the election form improperly requires tendering security holders to certify that they understand all of the terms and conditions of the Offer. Please revise to delete the requirement that security holders make this referenced certification. Alternatively, amend the form to include a legend in bold typeface that indicates you do not view the certifications made by security holders as a waiver of liability and that you promise not to assert that this provision constitutes a waiver of liability. The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the election form to delete the requirement that a tendering eligible option holder affirmatively acknowledge reading and understanding the terms and conditions of the offer and has modified the language to state that the tendering eligible option holder has “been given the opportunity to read the Offer documents and agree[s] to be bound by all of the terms and conditions of the Offer as described in the Offer documents, including the Offer to Exchange.” With respect to election forms that were completed and submitted by eligible option holders prior to the filing of Amendment No.1 to the Schedule TO, the Company agrees that it will not use the language deleted from the election form in response to the Staff’s comment as a defense to potential claims from the relevant eligible option holders regarding the instructions to such election form.

7. We noticed that Inseego is asking security holders to certify that they have “received and reviewed the information included or incorporated by reference [from] the Prospectus. Please advise us, with a view toward revised disclosure, of the purpose of the cited language. To the extent the cited language is intended to serve as a means to limit the liability of Inseego in connection with the making of this tender offer, please revise the Letter of Transmittal to prominently disclose that objective and the resulting reduction in legal protection, if any, available to security holders. Alternatively, delete the statement. In response to the Staff’s comment, Inseego has modified the Letter of Transmittal to include a prominent legend disclosing that Inseego does not view the representations made by security holders as a waiver of liability and that it commits not to assert that such provisions constitute a waiver of liability. The revised Letter of Transmittal has been filed with the Commission as Exhibit (a)(3) to Amendment No.1 and has been disseminated to the registered holders of the Novatel Wireless Notes.

(a) Waiver of Liability. Except as otherwise provided herein or in any agreement entered into with the Company or any of its Subsidiaries and to the maximum extent permitted by the Act, no present or former Manager or officer of the Company, nor any such Person’s Affiliates, officers, directors, employees, agents, lawyers, accountants or representatives, shall be liable to the Company or to any Member for any act or omission performed or omitted by such Person in its capacity as Manager or officer; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s willful misconduct or knowing violation of law as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected); and provided further that, such limitation of liability will not apply to any claims Members may have under United States securities laws or the rules and regulations thereunder with respect to the Manager’s or the Company’s compliance with any such United States securities laws or the rules and regulations thereunder. The Manager and each officer of the Company shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by such person in good faith reliance on such advice shall in no event subject such Person or any of such Person’s Affiliates, employees, officers, directors, agents, lawyers, accountants or representatives to liability to the Company or any Member.

4. We note the first item under “Election Terms& Conditions” states, “I have read carefully, understand and agree to be bound by all the terms and conditions of the offer as described in the Offer documents.” It is not appropriate to require option holders to attest to the fact that they “read and understand” the terms of the offer, as such language could be considered to operate as a waiver of liability. We also note various other references to “understand” throughout the terms and conditions. Please revise to delete such references. Alternatively, amend the Election Form to include a legend in bold typeface indicating that the company does not view the various certifications made by option holders as a waiver of the company’s liability under U.S. federal securities laws and that the company promises not to assert that any such acknowledgement constitutes a waiver of such liability.

Because participation in the Fitness Activity is voluntary, I have agreed to sign this Fitness Center Release and Waiver of Liability. I have been given the opportunity to read carefully all of the terms of this Fitness Center Release and Waiver of Liability and I understand fully the legal consequences of signing it.

6. Waiver of Liability. This Note is a non-recourse obligation of the Payor and the Payee hereby acknowledges and agrees that no stockholder, director, officer, incorporator or controlling person or any other person associated with the Payor shall have any liability with respect to this Note.

3.Comment: Exhibit 4 – Subscription Agreement. We note your revisions and response to comment 8. However, as previously noted, Section 2(b) of the Subscription Agreement appears to constitute an inappropriate disclaimer and should be removed. In particular, the language requiring purchasers to represent and warrant that they have “read and understand the Articles and Operating Agreement and understand how the Company functions as a corporate entity” may operate as a waiver of liability. Please remove this language.

SECTION 6.01.Waiver of Liability. A director of the Corporation shall not be personally liable either to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Any amendment or modification or repeal of the foregoing sentence or of the DGCL shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification, or repeal. If the DGCL hereafter is amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended DGCL.

2.Comment: Exhibit 4 – Subscription Agreement. We note your revisions and response to comment 3. However, it appears that Section 2(b) of the Subscription Agreement continues to include the problematic language which may operate as a waiver of liability. As previously requested, please remove such language.

Section 6.01.Waiver of Liability. A director of the Corporation shall not be personally liable either to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DCGL. Any amendment or modification or repeal of the foregoing sentence or of the DCGL shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification, or repeal. If the DCGL hereafter is amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended DCGL.

9. Waiver of Liability. Tenant understands and agrees that all of its Supplemental HVAC Equipment shall be made, installed and maintained at the sole risk of Tenant, and neither Landlord nor any Landlord Related Party shall be liable for any damage thereto, other than resulting from the gross negligence or willful misconduct of such party. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of and, to the extent permitted by applicable Laws, waives all claims it may have against Landlord and any Landlord Related Parties for any and all losses, costs, including, without limitation, reasonable attorneys’ fees, damages, causes of action, penalties, claims and liabilities of any kind whatsoever arising out of Tenant’s use of the Supplemental HVAC Site or other portions of the Building for the Supplemental HVAC Equipment or arising out of utility interruptions, power surges, theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or other order of governmental body or authority or other conditions or occurrences in the Building, including but not limited to, any damages or inconvenience which may arise through maintenance, repair or alteration of any part of the Building, or failure to make such repairs. Tenant shall maintain insurance applicable to the Supplemental HVAC Site and the Supplemental HVAC Equipment reasonably satisfactory to Landlord naming the Landlord Related Parties and other designees of Landlord as additional insureds and otherwise in compliance with Section10.4 of the Lease.

9. Waiver of Liability. The provisions of Section4.4(a) of the Operating Agreement apply to the Services and the Manager’s performance under this Agreement and are incorporated herein by reference.

30.3 Waiver of Liability. Landlord shall not be liable for any damage of any nature to, or any theft of, vehicles, or contents thereof, in or about the Project parking garage. At Landlord’s request, Tenant shall cause its or any transferee’s officers and employees using Tenant’s parking spaces to execute an agreement confirming the foregoing.