DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY Sample Clauses

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY a) TRUSTED SOURCE ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO TRUSTED SOURCE AS TO THE SYSTEM, OR THE ICE SDR SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM, AND THE ICE SDR SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT TRUSTED SOURCE’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE TRADE VAULT NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO TRUSTED SOURCE (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE ICE SDR SERVICE, OR (ii) FOR DELAYS, OMIS- SIONS OR INTERRUPTIONS THEREIN. EXCEPT AS REQUIRED BY APPLICABLE LAW, ICE TRADE VAULT SHALL HAVE NO DUTY OR OBLIGATION TO VERIFY ANY INFORMATION SUBMITTED TO OR DISPLAYED VIA THE ICE SDR SERVICE. TRUSTED SOURCE ACKNOWLEDGES AND AGREES THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDU- CIARY OF TRUSTED SOURCE OR ITS CUSTOMERS. WITHOUT LIMITATION OF THE FOREGOING, TRUSTED SOURCE ACKNOWLEDGES, AGREES AND ACCEPTS THAT ICE TRADE VAULT SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY MATTERS RELATED TO TRUSTED SOURCE’S RELATIONSHIP OR DEALINGS WITH ITS CUSTOMERS, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF ANY INFORMATION SUBMITTED THROUGH THE SYSTEM IN CONNECTION WITH TRUSTED SOURCE’S USE OF THE ICE SDR SERVICE, ALL OF WHICH SHALL BE THE SOLE RESPONSIBILITY OF TRUSTED SOURCE UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
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DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY. 5.1 Warranties. THE LICENSED MARKS AND LOGOS ARE PROVIDED “AS IS, WHERE IS”, AND NEITHER ALLEN NOR ANY OF ITS EMPLOYEES, OFFICERS, TRUSTEES, EMPLOYEES, AGENTS, ELECTED OFFICIALS OR REPRESENTATIVES (THE “ALLEN PARTIES”) MAKES ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE LICENSED MARKS AND LOGOS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, CLEAR TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
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DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY a. PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT NEITHER ICE NOR ICE TRADE VAULT MAKES ANY WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE ICE eCONFIRM TRADE VAULT REPORTING CONNECTIVITY, EXPRESS OR IMPLIED, AND THAT THE ICE eCONFIRM TRADE VAULT REPORTING CONNECTIVITY IS PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. BOTH ICE AND ICE TRADE VAULT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABIL- ITY OR FITNESS FOR A PARTICULAR PURPOSE. ICE, ICE TRADE VAULT AND THEIR RESPECTIVE MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE NO WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT FOR, (i) THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE ICE eCONFIRM TRADE VAULT REPORTING CONNECTIVITY, OR
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DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY. EXCEPT FOR THE WARRANTY OF MERCHANTABILITY, AND ANY EXPRESS WARRANTIES IN THIS AGREEMENT, NO OTHER WARRANTY IS MADE OR INTENDED, WHETHER THE SAME BE WRITTEN, ORAL OR IMPLIED, AND IN PARTICULAR NO WARRANTY IS MADE THAT THE PRODUCTS WILL BE FIT FOR ANY PARTICULAR PURPOSE. Buyer’s exclusive remedy and Seller’s sole liability on any claim, whether tort, contract or warranty, shall be limited to reimbursement of Buyer’s actual cost of the Product, and in no event shall Seller be liable for indemnification of or contribution to Buyer on account of any claim asserted against Buyer, or for any other or further damages whatsoever, whether direct or indirect. Buyer agrees to indemnify and hold Seller harmless from any obligation asserted by third party against Seller arising either directly or indirectly from a failure of Buyer to perform its obligations under this Agreement.
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DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY. 2.1 THE EQUIPMENT WILL BE PROVIDED TO THE TRANSFEREE AS IS AND WHERE IS. CIT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, IN RELATION TO THE EQUIPMENT.
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DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY. 2.1 THE EQUIPMENT WILL BE PROVIDED TO THE TRANSFEREE AS IS AND WHERE IS. MTU MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER OF TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, IN RELATION TO THE EQUIPMENT.
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DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY 
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Related to DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

  • Disclaimer of Warranties Limitation of Liability Section 10 only applies if you are NOT a EU, UK, EEA, or Swiss resident or registered business. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE, INCLUDING ANY CONTENT, ANY MATERIALS, OR OTHER PRODUCTS PROVIDED BY OR ON BEHALF OF UJAM PURSUANT TO THIS AGREEMENT ARE PROVIDED “AS IS” AND UJAM AND ITS AFFILIATES AND ITS LICENSORS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, INTEGRATION, THE QUALITY OF THE SOFTWARE OR ANY ASSOCIATED PRODUCTS OR SERVICES, CONTENT PROVIDED BY UJAM, THIRD PARTY CONTENT, TIMELINESS, OR NON-INTERRUPTION. UJAM, ITS AFFILIATES AND ITS LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE IN ANY WAY FOR ANY CLAIM, DAMAGE, COST, LIABILITY, OR LOSS OF ANY KIND, INCLUDING LOSS OR DAMAGE TO YOUR OR YOUR BUSINESS, YOUR ACCOUNT, YOUR RELIANCE ON THE SOFTWARE AND SERVICES, OR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING FROM OR RELATING TO THE SOFTWARE, SERVICES, OR THIRD PARTY SERVICES FOR ANY REASON. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UJAM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING FROM OR RELATING TO THIS XXXX, OUR SOFTWARE, OR ANY CONTENT THEREIN, INCLUDING WITHOUT LIMITATION, SOCIAL MEDIA ACCOUNTS, THIRD PARTY CONTENT OR ANY THIRD PARTY SERVICES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL UJAM BE LIABLE FOR MORE THAN THE AMOUNT PAID BY YOU TO UJAM IN THE 6-MONTHS PRECEDING THE CLAIM, OR €10, WHICHEVER IS GREATER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY ARE ESSENTIAL TO THIS XXXX AND THAT UJAM WOULD NOT ALLOW ACCESS THE SOFTWARE AND SERVICES, WITHOUT ACCEPTANCE OF THIS XXXX. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF UJAM FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF UJAM, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF UJAM, INCLUDING FRAUDULENT CONCEALMENT OF DEFECTS; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW. IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

  • Limitation of Liability; Indemnity (a) ENRON AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO BROKER OR PARTICIPANTS, COUNTERPARTIES OR ANY OTHER THIRD PARTIES, FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE WEBSITE OR FOR DELAYS OR OMISSIONS THEREIN. IN NO EVENT WILL ENRON BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF PROFIT, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION OR WASTED MANAGEMENT TIME) WHICH MAY BE INCURRED OR EXPERIENCED ON ACCOUNT OF BROKER’S ENTERING INTO THIS AGREEMENT OR USING OR RELYING ON THE WEBSITE OR ANY INFORMATION ON IT, EVEN IF ENRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIMITATIONS OR RESTRICTIONS ON THE LIABILITY OF EITHER PARTY IN THIS AGREEMENT SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Disclaimer and Limitation of Liability PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS,IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR CUSTOM, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND ANY OTHER PROVIDER PRODUCTS, SERVICES OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE IN A XXXXXXX-LIKE MANNER, COMPLIANCE WITH LAWS, QUALITY, ACCURACY, COMPLETENESS OR CURRENCY OF INFORMATION, SYSTEM INTEGRABILITY, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. PROVIDERDOES NOT REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS, SERVICES OR EQUIPMENT PROVIDED WILL OPERATE UNINTERRUPTED, ERROR FREE OR WITHOUT DEGRADATION OR LOSS OF DATA, OR BE SECURE. NEITHER PROVIDER NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR A USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY SUCH DATA IN PROVIDER’S POSSESSION, CUSTODY OR CONTROL, THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SERVICE PROVIDER’S NEGLIGENCE. IN NO EVENT WILL PROVIDER OR ITS AFFILIATE, SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER, OR THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY COST OF COVER OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR A PROVIDER PARTY’S PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, A FAILURE OF OR A DEFECT IN THE SERVICES, EQUIPMENT OR ANY PRODUCT, A PROVIDER PARTY’S VIOLATION OF A THIRD PARTY’S RIGHT, OR A PROVIDER PARTY’S ACTS OR OMISSIONS. PROVIDER WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF, A FAILURE OF OR A DEFECT IN ANY PRODUCT OR SERVICE PROVIDED BY, OR VIOLATION OF ANY THIRD PARTY’S RIGHTS BY ANY THIRD-PARTY SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER. THE PROVIDER PARTIES’ MAXIMUM TOTAL LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ACCRUED. THE PROVIDER PARTIES WILL NOT BE LIABLE IN ANY WAY TO ANY USER.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

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