General Limitations on Liability. The Administrator shall incur no liability with respect to any telecommunications, equipment or power failures, or any failures to perform or delays in performance by postal or courier services or third-party information providers (including, without limitation those listed on Appendix C).
8.1 The Administrator shall also incur no liability under this Agreement if the Administrator or any agent or entity utilized by the Administrator shall be prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of causes or events beyond its control, including but not limited to:
8.1.1 any Sovereign Event. A “Sovereign Event” shall mean any nationalization; expropriation; devaluation; revaluation; confiscation; seizure; cancellation; destruction; strike; act of war, terrorism, insurrection or revolution; or any other act or event beyond the Administrator’s control;
General Limitations on Liability. Subject to the Administrator's obligations under Section 21, the Administrator shall incur no liability with respect to any telecommunications, equipment or power failures, or any failures to perform or delays in performance by postal or courier services or third-party information providers (including without limitation those listed on Appendix D).
8.1 The Administrator shall also incur no liability under this Agreement if the Administrator or any agent or entity utilized by the Administrator shall be prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of causes or events beyond its control, including but not limited to:
General Limitations on Liability. 11.1 UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT OR OTHERWISE PROHIBITED BY LAW, NEITHER ZETTALYNC, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR ANY OWNER OR MANAGER OF THE BUILDING OR LAND IN WHICH CUSTOMER’S PREMISES IS LOCATED SHALL HAVE ANY LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY FOR:
11.1.1 ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, THE USE OF THE SERVICE BY CUSTOMER OR ANY OTHER USE OF THE ZETTALYNC EQUIPMENT OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE RESULTING FROM OR ARISING OUT OF CUSTOMER’S RELIANCE ON OR USE OF THE SERVICE OR ZETTALYNC EQUIPMENT OR SOFTWARE, OR THE MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, TRANSMISSION OR ANY FAILURE OF PERFORMANCE OF THE SERVICE OR ZETTALYNC EQUIPMENT OR SOFTWARE; OR
11.1.2 ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING LEGAL FEES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH ANY ALLEGATION, CLAIM, SUIT OR OTHER PROCEEDING BASED UPON A CONTENTION THAT THE USE OF THE ZETTALYNC EQUIPMENT, SOFTWARE, OR SERVICE(S) OR ANY THIRD PARTY’S ACTIONS INFRINGE UPON THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY OR OTHER INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.
General Limitations on Liability. Bank shall not be liable for any loss, claim, damage or other liability to the extent arising from the following causes:
(i) The failure of any third party (other than a Subcustodian designated by Bank as provided in Section 5.2 hereof) including: (a) any issuer of Financial Assets or Book-Entry Agent or other agent of an issuer; (b) any counterparty with respect to any Financial Assets, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) Investment Advisor, foreign custody manager or other agent of Customer (other than Bank); or (d) other third parties similarly beyond the control or choice of Bank.
(ii) Bank may rely upon information received from issuers of Financial Assets or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that Bank has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.
(iii) Action by Bank or a Subcustodian in accordance with an Instruction and the provisions of this Agreement, even when such action conflicts with, or is contrary to any provision of, Customer’s declaration of trust, certificate of incorporation or by-laws or other constitutive document, Applicable Law, or actions by the trustees, directors or shareholders of Customer.
(iv) The limitations inherent in the rights, transferability or similar investment characteristics of a given Financial Asset of Customer; provided, however, that the exculpation from liability provided by clause (iv) of this sentence shall not apply to any damage, loss, expense or liability incurred by Customer with respect to an impairment of Customer’s rights in and/or the transferability and other characteristics of a Financial Asset which result from Bank’s negligence, willful misconduct or bad faith.
General Limitations on Liability. WE, INCLUDING OUR AFFILIATES, AGENTS, AND VENDORS ARE NOT RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THE EQUIPMENT, BROWSER AND/OR THE INSTALLATION OR MAINTENANCE THEREOF, SOFTWARE AND/OR THE INSTALLATION OR MAINTENANCE THEREOF, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, OR INCOMPATIBILITY OF COMPUTER HARDWARE, SOFTWARE OR APP SOFTWARE, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES (WHETHER OR NOT SUPPPLIED BY US, OUR AFFILIATES, AGENTS OR SERVICE PROVIDERS) OR ANY OTHER PROBLEMS YOU EXPERIENCE DUE TO CIRCUMSTANCES BEYOND OUR CONTROL.
General Limitations on Liability. (a) The indemnities provided in this Agreement shall not apply to the extent that the Losses and Liabilities are reimbursed by insurance proceeds or are caused by the gross negligence, wilful default or wilful misconduct of the Party claiming indemnity or any of that Party’s Related Parties or Representatives.
(b) Notwithstanding anything herein to the contrary:
(i) Vendors shall not be liable to Purchaser for a Claim arising in respect of Section 5.1(a) or 5.1(b), unless Vendors have received notice of such Claim within the applicable Survival Period;
(ii) Purchaser shall not be liable to Vendors for a Claim arising in respect of Section 5.2(a) or 5.2(b), unless Purchaser has received notice of such Claim prior to the expiration of the applicable statutory limitation period; and
(iii) Vendors shall be liable to Purchaser for any Claim arising in respect of Section 5.1(c) indefinitely, and Purchaser shall be liable to Vendors for any Claim arising in respect of Section 5.2(c) indefinitely, and for clarity, liability for such Claims shall not be limited or negated in any way by the passage of any applicable limitation periods or any other deadline or timeline applicable at law, in equity, or under statute, or other limitation, deadline, notice or time period which may arise or elapse as between the Parties pursuant to or under this Agreement; and in respect of all other Claims arising in connection with this Agreement, the Limitations Act (Alberta) shall apply.
(c) The Vendor Group and the Purchaser Group, and their respective Related Parties and Representatives, shall not be liable under this Agreement for any Claims and Losses and Liabilities suffered, sustained, paid or incurred by the other Party after Closing that result from any inaccuracy in or breach of any representation or warranty in this Agreement if the Party seeking indemnification for such Claims and Losses and Liabilities had knowledge of such inaccuracy or breach at the time Closing occurs.
(d) The Vendor Group and their respective Related Parties and Representatives shall have no liability in connection with a breach of a covenant set forth in Section 7.1, 7.2 or 7.3 to the extent that Purchaser has actual knowledge prior to Closing that such covenant was breached. Purchaser is deemed to have actual knowledge of all matters set forth in the Disclosure Letter, Employee Letter and the Data Room Information.
(e) No Party or Person shall make an indemnification Claim or be entitled to recover ...
General Limitations on Liability. 7.1 The Indemnifying Party shall not be liable in relation to any Claim under paragraphs 2 and 3 to the extent that:
7.1.1 the Environmental Losses or part thereof result from or would not have occurred but for, or are increased by:
General Limitations on Liability. Except as specifically otherwise stated in a Statement of Work, and subject to the additional provisions of any applicable exhibit attached hereto:
General Limitations on Liability. Notwithstanding any provision of this Agreement to the contrary, except in the case of fraud, willful misconduct or active concealment, the liability of any Party under this ARTICLE VII shall not exceed an amount equal to the escrow fund maintained pursuant to the Escrow Agreement (for which purpose the Closing Date Shares shall be valued at the Closing Date Stock Price). AzERx may elect to satisfy any liability under this ARTICLE VII by delivering shares of OrthoLogic Common Stock to OrthoLogic, valued for this purpose at the Closing Date Stock Price.
General Limitations on Liability. The Administrator shall incur no liability with respect to any telecommunications, equipment or power failures, or any failures to perform or delays in performance by postal or courier services or third-party information providers (including without limitation those listed on Appendix D). The foregoing provision shall not apply with respect to any failure or delay in performance known to the Administrator unless the Administrator promptly notifies the Fund of such failure or delay.
8.1 The Administrator shall also incur no liability under this Agreement if the Administrator or any agent or entity utilized by the Administrator shall be prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of causes or events beyond its control, including but not limited to:
8.1.1 any Sovereign Event. A “Sovereign Event” shall mean any nationalization; expropriation; devaluation; revaluation; confiscation; seizure; cancellation; destruction; strike; act of war, terrorism, insurrection or revolution; or any other act or event beyond the Administrator’s control;
