CMS’ liability Sample Clauses

CMS’ liability. CMS’ liability for payment to the MA Organization ends as of the first day of the month after the last month for which the contract is in effect, but CMS shall make payments for amounts owed prior to termination but not yet paid.
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CMS’ liability. CMS’ liability for payment to the M+C Organization ends as of the first day of the month after the last month for which the contract is in effect, but CMS shall make payments for amounts owed prior to termination but not yet paid.
CMS’ liability. CMS shall be liable to and shall indemnify and hold harmless Client and its officers, directors and employees ("Client Indemnified Parties") from and against any and all Losses suffered by any of them arising out of any breach by CMS of any of its obligations hereunder, except to the extent that such Losses arise from the gross negligence or misconduct of Client. Client agrees that the total liability of CMS hereunder for all Losses suffered by Client Indemnified Parties during any Servicing Year shall not exceed an amount equal to fifty percent (50%) of the aggregate Fees and Additional Fees paid to CMS by Client during the immediately preceding Servicing Year (or, in the case of Losses arising from the gross negligence or willful misconduct of CMS, one hundred percent (100%)), of the aggregate Fees (a) that Client is familiar with the business of issuing credit cards and collecting the receivables generated thereby, and is aware of and willing to bear all risks associated with such business, including the risks associated with outsourcing the servicing thereof to a third party servicer; (b) that CMS is acting hereunder strictly as such a provider of outsourced services on a fixed fee basis, and has no equity or other financial interest in the Accounts or the proceeds thereof, and (c) that it is therefore fair and reasonable for Client to rely on its own insurance or other resources to protect it against Losses other than those arising from CMS's gross negligence or misconduct.

Related to CMS’ liability

  • Cross-Liability All required liability policies shall provide cross-liability coverage as would be achieve under the standard ISO separation of insureds clause.

  • Company's Liability The Consultant agrees to defend, indemnify, and hold the Company harmless from an against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in defense of the Company) which may in any way result pursuant to its gross negligence or willful misconduct or in any connection with any actions taken or statements made, on behalf of the Company, without the prior approval or authorization of the Company or which are otherwise in violation of applicable law.

  • Excess Liability Developer will purchase and maintain excess liability insurance in an amount not less than $5,000,000.

  • Our Liability (a) The quality and reliability of your electricity supply and the quality, pressure and continuity of your gas supply is subject to a variety of factors that are beyond our control as your retailer, including accidents, emergencies, weather conditions, vandalism, system demand, the technical limitations of the distribution system and the acts of other persons (such as your distributor), including at the direction of a relevant authority. (b) To the extent permitted by law, we give no condition, warranty or undertaking, and we make no representation to you, about the condition or suitability of energy, its quality, fitness for purpose or safety, other than those set out in this contract. (c) Unless we have acted in bad faith or negligently, the National Energy Retail Law excludes our liability for any loss or damage you suffer as a result of the total or partial failure to supply energy to your premises, which includes any loss or damage you suffer as a result of the defective supply of energy.

  • Advisor’s Liability The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the co-administrators or the Trust or another third party for inclusion therein. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Advisor or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

  • Umbrella Liability The Umbrella / Excess Liability must be at least as broad as the underlying general liability and automobile liability policies. Limits – Each Occurrence $1,000,000 General Aggregate $1,000,000

  • Your Liability The following determines your liability for any unauthorized EFT or any series of related unauthorized EFTs: 1. If you notify the Credit Union within two (2) business days after your password was lost or stolen, your liability will not exceed $50.00 or the amount of the unauthorized EFTs that occur before notification, whichever is less. 2. If you fail to notify the Credit Union within two (2) business days after your password was lost or stolen, your liability will not exceed the lesser of $500.00or the total of: • $50.00 or the amount of unauthorized EFTs that occur within the two (2) business days; and • The total of authorized EFTs which occur during the two (2) days before notification to the Credit Union, provided the Credit Union establishes that these EFTs would not have occurred had the Credit Union been notified within that two-day period. 3. You must report an unauthorized EFT that appears on your periodic statement, no later than 60 days of transmittal of the statement to avoid liability for subsequent transfers; your liability will not exceed the amount of the unauthorized EFTs that occurred within the 60-day period. You may also be liable for the amounts as described in sections 1 and 2 above. 4. If the report is made orally, we will require that you send the complaint or question in writing within 20 business days. We will notify you with the results of the investigation within 10 business days and will correct any error promptly. If more time is needed, however, we may take up to 45 days to investigate a complaint or question. If this occurs, we will credit your account within 10 business days for the amount you think is in error. This will allow you to use the money during the time it takes us to complete out investigation. If your complaint or question is not received in writing within 10 business days, we may not credit your account until the investigation is completed. If an alleged error involves an electronic fund transfer outside a state or territory or possession of the United Stated, the applicable time periods for action by us are 20 business days (instead of 10) and 90 calendar days (instead of 45). If we determine that no error occurred, we will send you a written explanation within three business days after the investigation is complete. You may request copies of the documents that were used in the investigation. 5. You may notify the Credit Union by telephone, writing, or by email using the guest book provided in our online banking site. Notification by general e-mail to report an unauthorized transaction is not secure and therefore not advised.

  • Products Liability (a) Except as set forth on Schedule 3.25, (i) there is no Action before any Governmental Entity pending, or to the Knowledge of the Seller, threatened against the Company involving any products manufactured, produced, distributed or sold by or on behalf of the Company and/or in connection with the Business (including any parts or components) (collectively, “Products”), or class of claims or lawsuits involving the same or similar Product which is pending or, to the Seller’s Knowledge, threatened, resulting from an alleged defect in design, manufacture, materials or workmanship of any Product, or any alleged failure to warn, or from any breach of implied warranties or representations (collectively, “Product Liability Lawsuits”); (ii) there has not been, within the past 12 months, any Occurrence (as hereinafter defined); and (iii) there has not been, within the past 12 months, any Product rework or retrofit (collectively, “Retrofits”) conducted by or on behalf of the Company. (b) For purposes of this Section 3.25, the term “Occurrence” shall mean any accident, happening or event which takes place at any time which is caused or allegedly caused by any alleged hazard or alleged defect in manufacture, design, materials or workmanship including, without limitation, any alleged failure to warn or any breach of express or implied warranties or representations with respect to, or any such accident, happening or event otherwise involving any Product that can reasonably be expected to result in a claim or loss. (c) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, each Product manufactured, sold, leased, or delivered by the Company and the Business has been in conformity with all applicable material contractual commitments and all express and implied warranties, and the Company and the Business have no Liability (and there is no basis for any present or future proceeding against any of them giving rise to any Liability) for replacement or repair thereof or other damages in connection therewith. No Product manufactured, sold, leased, or delivered by the Company and the Business is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. Schedule 3.25 includes copies of the standard terms and conditions of sale or lease for the Company and the Business (containing applicable guaranty, warranty, and indemnity provisions). Except as set forth on Schedule 3.25, the Seller and the Business have no obligation to any person to maintain, modify, improve or upgrade any of the Products. (d) Except as set forth on Schedule 3.25, to the Seller’s Knowledge, the Company and the Business have no material Liability (and there is no basis for any present or future proceeding against any the Company and the Business giving rise to any material Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product manufactured, sold, leased, or delivered by the Company and the Business.

  • Seller’s Liability SELLER’s liability with respect to the Product sold to END USER shall be limited to the warranty provided herein. SELLER shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to products sold or services rendered by seller, or any undertaking, acts or omissions relating thereto. Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of END USER’s customers or any third party for any such damages. SELLER shall not be liable for and disclaims all consequential, incidental and contingent damages whatsoever.

  • Reinsurer’s Liability The Reinsurer’s liability with respect to the Reinsured Risks will terminate on the earliest of: (i) the date the Company’s liability with respect to the Reinsured Risks is terminated and all amounts due the Company from the Reinsurer with respect to such Reinsured Risks are paid to the Company by or on behalf of the Reinsurer; and (ii) the date this Agreement is terminated upon the written agreement of the parties.

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