Common use of Exemption from Liability Clause in Contracts

Exemption from Liability. (a) Any action which the Bank may or may not take will be solely for the account and risk of the Customer. Without prejudice to, and in addition to, any exemption or limitation from liability clauses under the Agreement (including but not limited to Part I, Part II and Part IV of these General Terms), the Bank shall not be liable or responsible in any manner for any Losses that the Customer or any other person may suffer or incur howsoever arising as a result of, arising from or in connection with any action taken or for any failure to act, except for wilful misconduct or gross negligence on the part of the Bank, any of its directors, officers, employees or agents. The Bank further has no duty or responsibility to give notice of default or make demand for payment or take any other action with respect to any Securities or Investments as to which a default in payment had occurred. Without prejudice to the foregoing, the Bank shall not be liable for any loss or diminution in the value of any property or security under the Discretionary Account(s) resulting from, arising from or in connection with any Investment made by the Bank in good faith and without gross negligence or fraud on the part of the Bank or any of its directors, officers, employees or agents. (b) The Customer and the Bank expressly agree that neither the Bank, any Affiliate or any officer, director, agent or employee thereof shall be liable for any Losses, including but not limited to any diminution in the value or loss or damage to any property or security under the Discretionary Account(s) or otherwise in connection with the Discretionary Account(s). The Bank, any Affiliate and any director, officer, agent or employee thereof shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled. (c) The Bank may effect sales and purchases of Investments through such brokers, investment advisers and financial institutions (whether they are Affiliates or not) as the Bank may from time to time select. The Bank shall not be liable or responsible for any act or omission of any such broker, investment adviser or financial institution. The Customer shall be bound by all terms and conditions pursuant to which the Bank effects each of the sale and/or purchase of Investments on the Customer’s behalf with any broker, investment adviser or financial institution, as the case may be. The Customer also acknowledges that the Bank may for the purpose of effecting such sales and/or purchases be required from time to time to acknowledge in writing any documentation (including but not limited to confirmation, contracts, declarations, forms, statements, product and risk disclosure statements) provided by the relevant brokers, investment advisers and financial institutions in relation to the risks of participating in such Transactions. Upon the Bank providing the Customer with a specimen of such documentation, the Customer undertakes to acknowledge in writing receipt thereof and in any event the Customer shall be bound by any and all terms and conditions set out in the documentation of the relevant broker, investment advisers or financial institution and the Bank may enforce such terms and conditions against the Customer.

Exemption from Liability. (a) Any action which the Bank may or may not take will be solely for the account and risk of the Customer. Without prejudice to, and in addition to, any exemption or limitation from liability clauses under the Agreement (including but not limited to Part I, Part II and Part IV of these General Terms), the Bank shall not be liable or responsible in any manner for any Losses that the Customer or any other person may suffer or incur howsoever arising as a result of, arising from or in connection with any action taken or for any failure to act, except for wilful misconduct or gross negligence on the part of the Bank, any of its directors, officers, employees or agents. The Bank further has no duty or responsibility to give notice of default or make demand for payment or take any other action with respect to any Securities Specified Products or other Investments as to which a default in payment had occurred. Without prejudice to the foregoing, the Bank shall not be liable for any loss or diminution in the value of any property or security under the Discretionary Investment Account(s) resulting from, arising from or in connection with any Investment made by the Bank in good faith and without gross negligence or fraud on the part of the Bank or any of its directors, officers, employees or agents. (b) The Customer and the Bank expressly agree that neither the Bank, any Affiliate or any officer, director, agent or employee thereof shall be liable for any Losses, including but not limited to any diminution in the value or loss or damage to any property or security under the Discretionary Investment Account(s) or otherwise in connection with the Discretionary Investment Account(s). The Bank, any Affiliate and any director, officer, agent or employee thereof shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled. (c) The Bank may effect sales and purchases of Investments through such brokers, investment advisers and financial institutions (whether they are Affiliates or not) as the Bank may from time to time select. The Bank shall not be liable or responsible for any act or omission of any such broker, investment adviser or financial institution. The Customer shall be bound by all terms and conditions pursuant to which the Bank effects each of the sale and/or purchase of Investments on the Customer’s behalf with any broker, investment adviser or financial institution, as the case may be. The Customer also acknowledges that the Bank may for the purpose of effecting such sales and/or purchases be required from time to time to acknowledge in writing any documentation (including but not limited to confirmation, contracts, declarations, forms, statements, product and risk disclosure statements) provided by the relevant brokers, investment advisers and financial institutions in relation to the risks of participating in such Transactions. Upon the Bank providing the Customer with a specimen of such documentation, the Customer undertakes to acknowledge in writing receipt thereof and in any event the Customer shall be bound by any and all terms and conditions set out in the documentation of the relevant broker, investment advisers or financial institution and the Bank may enforce such terms and conditions against the Customer.