Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action;
e. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Limitation of Duties and Liability. The relationship of CVR to the Services Recipients pursuant to this Agreement is as an independent contractor and nothing in this Agreement shall be construed to impose on CVR, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, an express or implied fiduciary duty. CVR and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Services Recipients shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for, (a) any error of judgment or mistake of law or for any liability or loss suffered by the Services Recipients 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 the Services Recipients. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall CVR or its Affiliates, their respective successors and permitted assigns, or their respective employees, officers, members, managers, directors, agents and representatives, be liable for loss of profits or revenue or special, incidental, exemplary, punitive or consequential damages.
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
(a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement, any amendments hereto and any service level agreement agreed upon between the parties.
(b) The Custodian shall not be liable for any Losses that are not a direct result of the Custodian’s or its agent’s negligence, fraud, bad faith or willful misconduct;
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
(a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
(b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian or the Security Provider or Funding 2 or the Funding 2 Security Trustee, except (x) those Losses arising out of the Custodian’s or any BNY Mellon Affiliate’s fraud, negligence or wilful misconduct or (y) those Losses which are incurred by the Security Provider, Funding 2 or the Funding 2 Security Trustee directly as a result of the Custodian or any BNY Mellon Affiliate not complying with its obligations:
(i) under Section 2.1 to identify Eligible Collateral in its books and records as being beneficially owned by the Security Provider, provided that the Custodian shall incur no liability for complying with any Authorised Instruction delivered by the Secured Party following a Secured Party Notice becoming effective, even if the Secured Party was not entitled to deliver such Secured Party Notice under the terms of the Funding 2 Collateral Security Agreement;
(ii) under Section 2.2 and 2.3: (a) to segregate the Eligible Collateral held for the Security Provider on the Custodian’s books and records from the Custodian’s own property and the property of any BNY Mellon Affiliate and the Custodian’s other clients and any other person; (b) not to commingle Eligible Collateral which are beneficially owned by the Custodian with Eligible Collateral of the Security Provider; and (c) not to use the Security Provider’s Eligible Collateral, subject to the Custodian’s right of lien and set-off as set out in this Agreement for its own account;
(iii) subject to the limitations of Section 1.5, under Section 2.3 to hold Property at the Custodian or Depositories and not through a sub-custodian;
(iv) under paragraph (b) of Schedule B not to record Eligible Collateral in its books and records as being held in an account outside England unless held in another jurisdiction as may be required by the rules of the relevant Depository. and, in any event and in each case, only to the extent such Losses constitute direct money damages;
(c) Without prejudice to the Custodian’s obligations under Sections 2.1, 2.2 and 2.3 of this Agreement, the Custodian shall not be responsible for the title, va...
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
Limitation of Duties and Liability. 16 9.3 Losses ......................................................... 17 9.4 Gains .......................................................... 17 9.5
Limitation of Duties and Liability. The relationship of Hi-Crush Services to the Services Recipients pursuant to this Agreement is as an independent contractor and nothing in this Agreement shall be construed to impose on Hi-Crush Services, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, an express or implied fiduciary duty. Hi-Crush Services and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Services Recipients shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for, any error of judgment or mistake of law or for any liability or loss suffered by the Services Recipients in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence in the performance of the Services. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall Hi-Crush Services or its Affiliates, their respective successors and permitted assigns, or their respective employees, officers, members, managers, directors, agents and representatives, be liable for loss of profits or revenue or special, incidental, exemplary, punitive or consequential damages.
Limitation of Duties and Liability. To the maximum extent permitted by applicable Law, except as otherwise provided herein or in any agreement entered into by such Person and the Company, (a) no Member or Manager (in its or his capacity as such) shall have any duties (including the duty of loyalty, the duty of care or any other fiduciary duty) or liabilities relating thereto to the Company, the Members or the other Managers, (b) no Manager and no Member and none of their respective Affiliates, employees, agents and representatives shall be liable to the Company or to any Member for any act or omission performed or omitted by such Person in its capacity as a Member or Manager and (c) the Company and each Member hereby waives any claim or cause of action against each Manager and each Member and their respective Affiliates, employees, agents and representatives for any breach of any duty (including the duty of loyalty, the duty of care or any other fiduciary duty) to the Company or its Members or any of the Company’s Subsidiaries by any such Person, including, without limitation, as may result from any conflict of interest, including a conflict of interest between the Company or its Members or any of the Company’s Subsidiaries and such Person or otherwise, any breach of any duty (including the duty of loyalty, the duty of care or any other fiduciary duty); provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, knowing or reckless breach of Indemnitee’s obligations under this Agreement, or fraud or knowing violation of law, in each case, as determined by the Board (excluding such Manager) or as determined by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Accordingly, subject to the preceding sentence, each Manager shall be entitled to act solely on behalf, and in the interests, of the Member that has designated such Manager. Moreover, except as expressly provided herein (or in an employment agreement or an award agreement to which such Member, Manager or Affiliate is subject, if any), each Member and Manager, and each of their respective Affiliates, shall be free to engage or invest in, and devote his or its and their time to, any other business venture or activity of any nature and descriptio...
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment;
Limitation of Duties and Liability. The relationship of Azure to the Partnership Entities pursuant to this Article II is as an independent contractor and nothing in this Agreement shall be construed to impose on Azure, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, any express or implied fiduciary duty. Azure and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Partnership Entities shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for (a) any error of judgment or mistake of law by such Persons or for any loss suffered by such Persons 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 by such Persons of the Services, or
