Liabilities of the Issuer.
(a) The Issuer shall indemnify each Agent (on an after tax basis) against any Liability (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (together, Expenses) paid or incurred in disputing or defending any Liability, including amounts in respect of Irrecoverable VAT incurred thereon) which such Agent may incur under this Agreement except to the extent that any Liability or Expenses result from the wilful default, gross negligence or fraud of such Agent or that of its officers, directors or employees save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration payable to any Agent. Such indemnity will survive the termination (whether by resignation or removal of the Agents) or expiry of this Agreement.
(b) If any Agent agrees to extend credit to the Issuer it will do so on its usual terms as to interest and other charges, unless other terms have been agreed.
(c) The Agents shall not otherwise be liable or responsible for any Liabilities which may result from anything done or omitted to be done by it in connection with this Agreement.
Liabilities of the Issuer. 1. The Issuer shall not be liable for any unauthorized transactions in the account(s) through the use of MPay Portal and MPay Wallet Services which can be attributed to the fraudulent or negligent conduct of the User.
2. The Issuer shall not be liable to the account holder(s) for any damages whatsoever whether such damages are direct, indirect, incidental, consequential and irrespective of whether any claim is based on investment or any other loss of any character or nature whatsoever and whether sustained by the account holder(s) or any other person, if MPay Portal and MPay Wallet Services access is not available in the desired manner for reasons including but not limited to natural calamity, fire and other natural disasters, legal restraints ,faults in the telecommunication network or Internet or network failure ,software or hardware error or any other reasons beyond the control of the Issuer.
3. The Issuer shall endeavour to take all possible steps to maintain secrecy and confidentiality of its customer account(s)/information but shall not be liable to the account holder(s) for any damages whatsoever caused on account of breach of secrecy/confidentiality due to reasons beyond the control of the Issuer.
4. Issuer, for valid reasons, may refuse to execute any instructions placed by the User.
5. The Issuer will in no way be held responsible or liable for delay, failure and/or untimely delivery of Mobile One Time Password and/or SMS Alerts due to but not limited to network congestions, network failure, systems failure or any others reasons beyond the reasonable control of the Issuer or its service provider(s).
6. Notwithstanding anything contained herein, where Issuer has reason to believe that any transaction or marking of liens, have been fraudulently made (hereinafter referred to as a “suspect transaction”), Issuer shall be entitled to withhold payment pertaining to such suspect transaction in accordance with regulatory laws relating to Money Laundering or otherwise. If Issuer determines after due enquiry and investigation that the transaction is a valid transaction and not a suspect transaction, Issuer shall release such withheld payment subsequently.
Liabilities of the Issuer. (a) The Issuer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein. The Issuer Certificate Agent on behalf of the Issuer shall immediately deposit with the Note Trustee for credit to the Note Collection Account any funds the Issuer may receive in respect of payments on any Contributed Security due after the Cut-off Date.
(b) It is expressly understood and agreed by the parties that each of the representations, undertakings, covenants and agreements made on the part of the Issuer herein is made and intended not as a personal representation, undertaking, covenant or agreement by the Issuer Trustee or any of its affiliates, but is made and intended for the purpose of binding the Issuer and the Noteholders shall look solely to the Pledged Assets for payment under the Notes. Neither the Issuer Trustee nor any of its affiliates shall be under any liability to the Note Trustee, the Noteholders, the Depositor or any other Person for any amounts due under a Note or this Indenture or for any action taken or for refraining from the taking of any action in its capacity as Issuer Trustee pursuant to this Indenture; provided, however, that this provision shall not protect the Issuer Trustee against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Issuer Trustee may rely in good faith on any document of any kind prima facie properly executed and submitted by any other Person respecting any matters arising hereunder.
(c) The Issuer Trustee shall have the duties, obligations and responsibilities explicitly set forth in the Transaction Documents only. Any other reference to the Issuer shall be construed to confer upon State Street, as Issuer Certificate Agent, the authority to take such action or exercise such power on behalf of the Issuer in its capacity as Issuer Certificate Agent and that such action or exercise of power on behalf of the Issuer shall be the sole responsibility of State Street. This provision supersedes any provision to the contrary in the Standard Indenture Provisions.
Liabilities of the Issuer. The NFT Purchaser acknowledges and agrees that, to the fullest extent permitted by applicable law, the disclaimers of liability contained in these Terms apply to all damages or injury whatsoever caused by or related to: • Use of, respectively the inability to use AMAZE NFTs; • Complications arising from the use or the inability to use the personal wallet used to receive the AMAZE NFTs. The application to set up a private wallet falls within the exclusive liability of all NFT Purchasers. The Issuer cannot be held liable for any inconveniences that arise from the use of any wallets obtained by the NFT Purchasers; • Gas fees. The NFT Purchaser is obligated to keep track of the current Gas prices and make sure that he has enough funds at his disposal to satisfy the respective Gas fees due. Gas fees may arise. It may be the case that such Gas fees exceed the value of the transaction intended to be conducted. The Issuer cannot be held liable for any changes of Gas fees associated with the transaction of AMAZE NFTs. The Issuer may furthermore not be held liable for any circumstances arising due to the fact that NFT Purchaser does not dispose of enough funds to satisfy the amount of Gas fees due and therefore is not able to conduct the favoured transaction; • The Issuer under any cause or action whatsoever including but not limited to actions for breach of warranty, breach of contract or tort; • Indirect, incidental, special, exemplary or consequential damages including for loss of profits, goodwill or data; • Damages or interferences arising out of any interactions with the smart contract implemented in relation to AMAZE NFTs; • Losses of the AMAZE NFTs for whatever reason; and • Tax liabilities arising to the NFT Purchaser. All NFT Purchasers are exclusively responsible for the determination of their own tax duties with respect to the cause of their emergence, their extent and their settlement. The Issuer cannot be held liable for any misinformation and defaulted transmission of facts that the NFT Purchaser owes to any national authority. The Issuer cannot be held liable for any misinformation provided by the NFT Purchaser. In particular, the Issuer may not be held liable for any loss of AMAZE NFTs due to: • Wrong or bad wallet address provided by the NFT Purchaser used for receiving or withdrawals or transferring NFTs; • False network wallet address provided by the NFT Purchaser; and • Loss of wallet keys by the NFT Purchaser. The Issuer’s aggregate liability i...
