LIABILITY STANDARDS Sample Clauses

LIABILITY STANDARDS. This Agreement shall be construed on the basis of the duties owed by Indemnitee as a director of the Company, and the standards for determining liability in damages for a breach thereof, which apply to each particular Claim. The parties acknowledge that changes in such duties or such liability standards may result in an expansion or contraction of the Company's indemnification exposure hereunder.
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LIABILITY STANDARDS. EXCEPT FOR (I) THE EXCLUDED LIABILITIES (AS DEFINED BELOW), (II) THE CORE ATTRIBUTES OF AN ORDER, WHICH INCLUDE WITHOUT LIMITATION PRICE, SIZE, DIRECTION, AND TIMING, (III) FAILING TO EXECUTE AN ORDER, (IV) ANY OBLIGATION TO MAINTAIN ASSETS IN THE AMOUNT REQUIRED, IN SPECIE, IN ACCORDANCE WITH SECTION 9 AND ALL APPLICABLE LAW AND REGULATION, INCLUDING WITHOUT LIMITATION, UNDER NY DFS BITLICENSE REQUIREMENTS AND STATE MONEY TRANSMITTER LICENSE REQUIREMENTS, (V) THE CUSTODIAL SERVICES AND ANY OBLIGATIONS PURSUANT TO THE CUSTODY AGREEMENT OR ADDENDUM NO. 2, AND (VI) ANY OBLIGATIONS PURSUANT TO THE CTF AGREEMENT, IN NO EVENT SHALL COINBASE, THE COINBASE ENTITIES OR EACH OF THEIR AFFILIATES, RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES HAVE ANY LIABILTY TO CLIENT OR AGENT WHICH DOES NOT ARISE FROM ITS GROSS NEGLIGENCE, FRAUD, MATERIAL VIOLATION OF APPLICABLE LAW OR WILLFUL MISCONDUCT; PROVIDED THAT WITH RESEPCT TO CLAUSE (II), (III), (IV), (V) AND (VI), IN NO EVENT SHALL COINBASE, THE COINBASE ENTITIES OR EACH OF THEIR AFFILIATES, RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES HAVE ANY LIABILTY TO CLIENT OR AGENT WHICH DOES NOT ARISE FROM ITS NEGLIGENCE, FRAUD, MATERIAL VIOLATION OF APPLICABLE LAW OR WILLFUL MISCONDUCT. COINBASE AND THE COINBASE ENTITIES WILL BE LIABLE TO CLIENT WITH RESPECT TO ANY EXCLUDED LIABILITIES, SUBJECT TO ANY APPLICABLE CONTRACTUAL DEFENSES TO SUCH LIABILITY, INCLUDING BUT NOT LIMITED TO SECTION 30.
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Related to LIABILITY STANDARDS

  • Standards Any additions, modifications, or replacements made to a Party’s facilities shall be designed, constructed and operated in accordance with this Agreement, NYISO requirements and Good Utility Practice.

  • General Standards of Care Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment hereunder is expressly subject to the following terms, which shall govern and apply to each of the terms and provisions of this Agreement (whether or not so stated therein):

  • Products Liability There is no Action before any Governmental Authority involving Seller based upon breach of product warranty, strict liability in tort, negligent design, negligent manufacture of product, defects in design, manufacture, materials or workmanship, negligent provision of services, or any other allegation of liability, including or resulting in product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instruction for use), documentation or sale of products (collectively, “Product Claims”; and, to the Knowledge of Seller, there is no basis for any such Product Claim. To the Knowledge of Seller, there are no material errors in any published technical documentation, specifications, manuals or user guides provided in the ordinary course of business to customers of the Business. There have been no material defects in design, manufacturing, materials or workmanship, including any failure to warn, or any breach of express or implied warranties or representations, which involve any product manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller. There have been no product recalls by Seller with respect to any products manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller, or to the Knowledge of Seller any investigation or consideration of or decision made by any Person or Governmental Authority concerning whether to undertake or not to undertake any recall. All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers by Seller have complied in all material respects with all requirements established by any applicable Law or any Governmental Authority.

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