Limitation of Duties and Liabilities. The Custodian shall not be responsible in any way for the collection of contributions provided for under the Plan, the purpose or propriety of any distribution made pursuant to Article VIII or any other action or nonaction taken pursuant to the request of the Investment Professional, the Employer or a Participant, the validity or effect of the Plan and Adoption Agreement, or the examination of the Plan. The Investment Professional and the Employer or successor of the Employer shall at all times fully indemnify and save harmless the Custodian and its successors and assigns from any liability arising from distributions so made or actions so taken or not taken, and from any and all liability whatsoever which may arise in connection with the Plan and the Adoption Agreement, except liability arising from the gross negligence or willful misconduct of the Custodian.
Limitation of Duties and Liabilities. The Trustee shall not be responsible in any way for the purpose or propriety of any distribution made pursuant to Article 7 of the BPD, or any other action or nonaction taken pursuant to the request of the Employer, the Plan Administrator, a Participant, or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. Except as provided in Article 4.14 of the BPD, the Trustee shall have no authority to inquire into the correctness of any amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under Article 4 of the BPD. The Employer and the executor, administrator, or successor of the Employer, as appropriate, shall at all times fully indemnify and save harmless the Trustee, and its successors and assigns from any liability arising from any actions taken or not taken per direction from the Employer, Plan Administrator, Participant or Beneficiary, and from any and all liability whatsoever, which may arise in connection with the Plan, except liability arising from the gross negligence or willful misconduct of the Trustee. The Trustee shall not be under any duty to take any action other than as herein specified with respect to the Trust, unless the Employer shall furnish the Trustee with instructions in proper form and such instructions shall have been specifically agreed to by the Trustee, or to defend or engage in any suit with respect to the Trust unless the Trustee shall have first agreed to do so and shall have been fully indemnified to its satisfaction. The Trustee and its agents may conclusively rely upon and shall be protected in acting upon any written order from the Employer, Plan Administrator, Participant, or Beneficiary or its delegate or any other notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed, and, so long as it acts in good faith, in taking or omitting to take any other action. The Trustee may delegate to one or more entities the performance of recordkeeping and other ministerial services in connection with the Plan, for a reasonable fee to be borne by the Trustee and not by the Plan or the Trust. Any such agent’s duties and responsibilities shall be confined solely to the performance of such services and shall continue only for so long as the Trustee ...
Limitation of Duties and Liabilities. The relationship of Service Provider to Service Recipient pursuant to this Agreement is as an independent contractor and nothing in this Agreement shall be construed to impose on Service Provider or its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives (each, a “Service Provider Party”), an express or implied fiduciary duty. No Service Provider Party shall be liable for, and Service Recipient shall not take, or permit to be taken, any action against any Service Provider Party to hold such Service Provider Party liable for, (a) any error of judgment or mistake of law or for any liability or loss suffered by Service Recipient in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence, willful misconduct, bad faith or reckless disregard in the performance of the Services, or (b) any fraudulent or dishonest acts with respect to Service Recipient. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall any Service Provider Party be liable for loss of profits or revenue or special, incidental, exemplary, punitive or consequential damages; provided, however, that the foregoing limitation does not preclude recourse to any insurance coverage maintained by the Parties pursuant to the requirements of this Agreement or otherwise.
Limitation of Duties and Liabilities. Except as otherwise provided in the Act, to the fullest extent permitted by law no Covered Person (solely in such Person’s capacity as a Covered Person) shall have any duty or be responsible or liable to the Company or any Member, or to any other Person making claims on behalf of the Company (including, but not limited to, its creditors) or any Member, for any damages, expenses, liabilities, or losses as a result of any act or omission (in relation to the Company, any transaction, any investment, or any other action or inaction, including, but not limited to, for breach of contract, tort (including negligence), strict liability, violation of any applicable legal or equitable principle, or breach of duties (including fiduciary duties)), taken or omitted by the Covered Person, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person acted in bad faith, knowingly engaged in fraud or willful misconduct (including, but not limited to, acting beyond the scope of its or his authority) or, in the case of a criminal matter, acted with actual knowledge that such Covered Person’s conduct was unlawful.
Limitation of Duties and Liabilities. Each Member acknowledges its express intent, and agrees with all other Members, for the benefit of the Representatives and Administrators of each Member, that:
(a) the only fiduciary or other duties or obligations that any Representative or Administrator owes in his/her capacity as a Representative or Administrator shall be: (i) an implied covenant of good faith and fair dealing; (ii) a duty of care; (iii) in the limited circumstance described in Section 8.10(d)(iv), a duty of loyalty; and (iv) to the extent applicable, such duties and obligations as the Member that appointed such Representative or Administrator designated, the enforcement of which and the liabilities resulting from any breach thereof shall constitute internal governance affairs of such Member;
(b) no Representative or Administrator shall, under this Agreement, the Act or otherwise, owe, in his or her capacity as a Representative or Administrator, or be personally liable for monetary damages for any breach of, any fiduciary or other duties or obligations, other than any non-waivable covenant of good faith and fair dealing imposed by applicable Law; and
(c) with respect to any matter submitted to a Governing Body for a vote, consent or approval, except as otherwise provided by Section 18-1101 of the Act, the Representatives or Administrators then-entitled to vote, as applicable, may, subject to Section 8.10(d), grant or withhold that vote, consent or approval: (i) in their sole and absolute discretion; (ii) with or without reasonable cause; (iii) subject to such conditions as they may deem appropriate; and/or (iv) without taking into account the interests of, and without incurring any liability to, the Company, any Operating Company or any Member (other than the Member appointing such Representative or Administrator) or any other Representative or Administrator.
Limitation of Duties and Liabilities. Each Shareholder acknowledges its express intent, and agrees with each other Shareholder, for the benefit of the Directors Representatives of each other Shareholder, that:
(a) the only fiduciary or other duties or obligations, if any, that any Directors Representative will owe in his capacity as Directors Representative will be to the Director/Shareholder that appointed such Directors Representative to serve in that capacity, and the nature and extent of those duties and obligations and the liabilities resulting from any breach thereof constitute an internal governance affair of that Director/Shareholder; and
(b) no Directors Representative of any Director/Shareholder will, under this Agreement, the Company Act of the Republic of China, or otherwise, owe in his capacity as Directors Representative, or be personally liable for, monetary damages for any breach of, any fiduciary or other duties or obligations to Project Company, any other Shareholder or any of its Affiliates or any other Directors Representative. Any repeal or modification of this Section 5.7 will be prospective only and shall not adversely affect any limitation of the duties, obligations or liabilities which exists for the benefit of any individual immediately before the effectiveness of that repeal or modification.
Limitation of Duties and Liabilities. The Trustee shall not be responsible in any way for the collection of contributions provided for under the Plan, the purpose or propriety of any distribution made pursuant to Article 7 or any other action or nonaction taken pursuant to the request of the Employer, the Plan Administrator, a Participant or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. The Employer and the executor, administrator, or successor of the Employer, as appropriate, shall at all times fully indemnify and save harmless the Trustee, and its suc- cessors and assigns from any liability arising from distributions so made or actions so taken, and from any and all liability whatsoever which may arise in connection with the Plan, except liability arising from the gross negligence or willful misconduct of the Trustee.
Limitation of Duties and Liabilities. The Trustee shall not be responsible in any way for the purpose or propriety of any distribution made pursuant to Article 7 or any other action or nonaction taken pursuant to the request of the Employer, the Plan Administrator, a Participant or a Beneficiary; the validity or effect of the Plan and Trust Agreement; the qualification of the Plan or the Trust under the Code and ERISA; or the examination of the Plan by the Internal Revenue Service or the Department of Labor. Except as provided in Section 4.14, the Trustee shall have no authority to inquire into the correctness of any amounts contributed and remitted to the Trustee or to determine whether any contribution is payable under Article 4.
