Limitation of Liability of Agent Sample Clauses

Limitation of Liability of Agent. Agent, whether in such capacity or as Lender or Holder of Participation A-1, shall not have any liability to any Holder except with respect to losses actually suffered due to its (i) gross negligence, (ii) willful misconduct, (iii) failure to distribute to such Holder amounts required to be distributed to it under this Agreement and (iv) breach of any of its representations and warranties set forth in Section 7.01 (“Excepted Matters”). Each Holder acknowledges that, subject to the terms of this Agreement, Agent has the rights set forth in this Agreement as rights of Agent, as Lender and A-1 Holder and may exercise, or omit to exercise, any rights that it may have under this Agreement in a manner that may be adverse to the interests of the other Holders, so long as such actions, if taken as Agent, are in accordance with Accepted Servicing Practices and the terms of this Agreement. Notwithstanding the foregoing, however, Agent shall have no liability to any Related A-2 Holder other than for Excepted Matters (iii) and (iv).
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Limitation of Liability of Agent. The Company further agrees that no Indemnified Party shall have any liability (whether direct of indirect, in contract or tort or otherwise) to the Company for or in connection with Agent's engagement hereunder except for losses, claims, damages, liabilities or expenses that a court of competent jurisdiction shall have determined by final judgment resulted from the gross negligence or willful misconduct of such Indemnified Party. The indemnity, reimbursement and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company or an Indemnified Party. The indemnity, reimbursement, contribution provisions set forth herein shall remain operative and in full force and effect regardless of (i) any withdrawal, termination or consummation of or failure to initiate or consummate any Matter referred to herein, (ii) any investigation made by or on behalf of any party hereto or any person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange) any party hereto, (iii) any termination or the completion or expiration of this letter or Agent's engagement and (iv) whether or not Agent shall, or shall not be called upon to, render any formal or informal advice in the course of such engagement.
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Limitation of Liability of Agent. It is expressly understood and agreed by and among the parties hereto that, except as otherwise provided herein or in the other Operative Agreements: (a) this Participation Agreement and the other Operative Agreements to which the Agent is a party are executed by the Agent, not in its individual capacity, but solely as Agent under the Lease in the exercise of the power and authority conferred and vested in it as such Agent; (b) each and all of the undertakings and agreements herein made on the part of the Agent are each and every one of them made and intended not as personal undertakings and agreements by the Agent, or for the purpose or with the intention of binding the Agent personally, but are made and intended for the purpose of binding only the Collateral unless expressly provided otherwise; (c) actions to be taken by the Agent pursuant to its obligations under the Operative Agreements may, in certain circumstances, be taken by the Agent only upon specific authority of the Lessors; (d) nothing contained in the Operative Agreements shall be construed as creating any liability on the Agent, individually or personally, or any incorporator or any past, present or future subscriber to the capital stock of, or stockholder, officer or director of, the Agent to perform any covenants either express or implied contained herein, all such liability, if any, being expressly waived by the other parties hereto and by any Person claiming by, through or under them; and (e) so far as the Agent, individually or personally, is concerned, the other parties hereto and any Person claiming by, through or under them shall look solely to the Collateral and the Lessee (and the Sublessee, if appropriate) for the performance of any obligation under any of the instruments referred to herein; provided, however, that nothing in this Section 9.1 shall be construed to limit in scope or substance the general corporate liability of the Agent in respect of its gross negligence or willful misconduct or those representations, warranties and covenants of the Agent in its individual capacity set forth herein or in any of the other agreements contemplated hereby.
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Limitation of Liability of Agent. Notwithstanding any provision in this Agreement to the contrary, the liability of Agent for any losses, liabilities, obligations, claims, judgments, costs, expenses or damages (including reasonable legal fees and expenses) incurred by Association, directly or indirectly, as a result of, arising out of or relating to this Agreement, a breach by Agent hereunder, the Association, and/or the performance of the Services hereunder (collectively, "Agent Damages") shall be limited, in the aggregate, to Agent Damages arising from events covered by insurance maintained by Agent pursuant to this Agreement, the full amount of the insurance proceeds actually recovered by Association from such insurance coverage (not to exceed the specific coverage amounts set forth therein) (or the proceeds of the insurance coverage Agent should have maintained if Agent complied with this Agreement). Association agrees to look solely to such insurance maintained pursuant to this Agreement with respect to Agent Damages covered by such insurance. The provisions of this Article V shall survive the expiration or termination of this Agreement.
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Limitation of Liability of Agent. The obligations of Agent hereunder -------------------------------- are subject to the following provisions which are expressly approved by Aetna and the Borrower: (a) Agent's duties shall be expressly limited to the safekeeping of the Account, for the disbursement of same in accordance with this Agreement and as otherwise specifically described in this Agreement. Agent will not be liable for any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by any party to this Agreement or pursuant to the order of a Court of competent jurisdiction excepting such as may arise through or be caused by Agent's negligence, fraud, mismanagement or willful misconduct. Borrower and Aetna hereby indemnify Agent and agree to hold it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature including reasonable attorney's fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted, which it may incur directly or indirectly arising from or in any way connected with this Agreement, other than those arising out of the negligence, fraud, mismanagement, or willful misconduct of Agent. (b) Agent is authorized to rely on any document believed by Agent to be authentic in making any delivery of funds hereunder. Unless it has actual knowledge to the contrary, Agent also may: (a) assume the validity and accuracy of any statement or assertion contained in any such document believed to be authentic; and (b) assume that any person who gives any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so. (c) Agent will have the right to resign as agent hereunder by sixty (60) days prior written notice of resignation to Aetna and Borrower, provided that such resignation may not be effectuated until Aetna has selected a substitute agent to act under this Agreement and until the substitute agent executes an acknowledgment reasonably acceptable to Aetna and Borrower that such agent is assuming all of the obligations and duties of Agent under this Agreement; provided, that if a substitute agent has not been designated as aforesaid within one hundred twenty (120) days following the date of notice of resignation from Agent, such resignation shall be effective at the end of said one hu...
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Limitation of Liability of Agent. It is hereby expressly agreed that: (a) Agent may conclusively rely and shall be protected in acting or refraining from acting upon any document, instrument, certificate, instruction or signature believed to be genuine and may assume and shall be protected in assuming that any Person purporting to give any notice or instructions in connection with any transaction to which this Agreement relates has been duly authorized to do so. Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any Person purporting to have executed any such document or instrument or have made any such signature or purporting to give any such notice or instructions; (b) Agent shall not be liable for any acts, omissions, errors of judgment or mistakes of fact or law, including, without limitation, acts, omissions, errors or mistakes with respect to the Collateral, except for those arising out of or in connection with Agent’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Agent shall be under no obligation to take any steps necessary to preserve rights in the Collateral against any other parties, but may do so at its option, and all expenses incurred in connection therewith shall be payable by Borrower; and (c) Agent shall not be liable for any action taken in good faith and believed to be authorized or within the rights or powers conferred by this Agreement and the other Financing Agreements.
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Limitation of Liability of Agent. The Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith or wilful misconduct. Under no circumstances will the Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or wilful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.
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Related to Limitation of Liability of Agent

  • Limitation of Liability of JCM JCM shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, except for 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 and except to the extent otherwise provided by law. As used in this Section 14, "JCM" shall include any affiliate of JCM performing services for the Trust contemplated hereunder and directors, officers and employees of JCM and such affiliates.

  • LIMITATION OF LIABILITY OF ADVISER You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a director, officer, employee, member, shareholder or agent of you, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, member, shareholder or agent of you, or one under your control or direction, even though paid by you.

  • Limitation of Liability of Manager As an inducement to your undertaking to render services pursuant to this Agreement, the Trust agrees that you shall not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect you against any liability to the Trust, the Fund or its shareholders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties, or by reason of your reckless disregard of your obligations and duties hereunder.

  • Limitation of Liability of Trustee It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company (“WTC”), not individually or personally but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by WTC but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on WTC, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WTC has not verified and has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Agreement and (e) under no circumstances shall WTC be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

  • Limitation of Liability of Trust Xxxxx Xxxxx expressly acknowledges the provision in the Declaration of Trust of the Trust limiting the personal liability of the Trustees of the Trust and the shareholders of the Fund, and Xxxxx Xxxxx hereby agrees that it shall have recourse to the Trust or the Fund for payment of claims or obligations as between the Trust or the Fund and Xxxxx Xxxxx arising out of this Agreement and shall not seek satisfaction from the Trustees or shareholders or any Trustee of the Trust or shareholder of the Fund.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • LIMITATION OF LIABILITY OF THE MANAGER The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Manager's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

  • Limitation of Liability of the Adviser The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution and management of the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties and obligations hereunder. As used in this Article 6, the term "Adviser" shall include Directors, officers and employees of the Adviser as well as that corporation itself.

  • Limitation of Liability of Sub-Adviser (a) The Sub-Adviser shall be liable for losses resulting from its own acts or omissions caused by the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its duties under this Agreement, and nothing herein shall protect the Sub-Adviser against any such liability to the shareholders of the Fund or to the Adviser. Except as provided in the previous sentence, the Sub-Adviser shall not be liable to the Fund or to any shareholder of the Fund or to the Adviser for any claim or loss arising out of any investment or other act or omission in the performance of the Sub-Adviser’s duties under this Agreement, or for any loss or damage resulting from the imposition by any government of exchange control restrictions which might affect the liquidity of the Fund’s assets maintained with custodians or securities depositories in foreign countries, or from any political acts of any foreign governments to which such assets might be exposed, or for any tax of any kind (other than taxes on the Sub-Adviser’s income), including without limitation any statutory, governmental, state, provincial, regional, local or municipal imposition, duty, contribution or levy imposed by any government or governmental agency upon or with respect to such assets or income earned with respect thereto (collectively “Taxation”). Notwithstanding the foregoing sentence and the provisions of Section 5(b), the Sub-Adviser shall be liable for taxes or tax penalties incurred by the Fund, or by any legal or beneficial owner of the Fund’s shares, for any failure of the Portfolio to qualify as a regulated investment company under Subchapter M, or to meet the diversification requirements of Section 817(h), of the Internal Revenue Code of 1986, as amended, to the extent resulting from the Sub-Adviser’s management of the Portfolio. (b) In the event the Sub-Adviser is assessed any Taxation in respect of the assets, income or activities of the Portfolio, the Adviser and the Fund jointly will indemnify the Sub-Adviser for all such amounts wherever imposed, together with all penalties, charges, costs and interest relating thereto and all expenditures, including reasonable attorney’s fees, incurred by the Sub-Adviser in connection with the defense or settlement of any such assessment. The Sub-Adviser shall undertake and control the defense or settlement of any such assessment, including the selection of counsel or other professional advisers, provided that the selection of such counsel and advisers and the settlement of any assessment shall be subject to the approval of the Adviser and the Fund, which approvals shall not be unreasonably withheld. The Adviser and the Fund shall have the right to retain separate counsel and assume the defense or settlement on behalf of the Adviser and the Fund, as the case may be, of any such assessment if representation of the Adviser and the Fund by counsel selected by the Sub-Adviser would be inappropriate due to actual or potential conflicts of interest.

  • Exclusion and Limitation of Liability 10.1 SUPPLIER DOES NOT EXCLUDE OR LIMIT ITS LIABILITY (IF ANY) TO BUYER FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR SUPPLIER TO EXCLUDE OR LIMIT OR TO ATTEMPT TO EXCLUDE OR LIMIT ITS LIABILITY. 10.2 OTHER THAN ANY LIABILITY OF SUPPLIER ARISING UNDER CLAUSE 10.1, WHICH SHALL NOT BE LIMITED, AND WITHOUT PREJUDICE TO THE OTHER PROVISIONS OF THIS CLAUSE 10 (EXCLUSION AND LIMITATION OF LIABILITY), SUPPLIER'S AGGREGATE LIABILITY AS DEFINED IN PART D (DEFINITIONS AND INTERPRETATION) UNDER EACH CONTRACT WILL BE LIMITED TO AN AMOUNT EQUAL TO THE GREATER OF 115% OF THE AMOUNT PAID BY BUYER TO SUPPLIER UNDER THAT CONTRACT OR $10,000.00. 10.3 EXCEPT AS PROVIDED IN CLAUSE 10.1, SUPPLIER WILL BE UNDER NO LIABILITY AS DEFINED IN PART D (DEFINITIONS AND INTERPRETATION) TO BUYER WHATSOEVER IN RESPECT OF 10.3.1 ANY CLAIM ARISING OUT OF AN EVENTWHICH IS CAUSED, OR CONTRIBUTED TO, BY THE GOODS AND SUCH EVENT OCCURS AFTER THE COMMENCEMENT OF THE LAUNCH PROCEDURE OF THE VEHICLE CARRYING SUCH GOODS INTO SPACE; 10.3.2 PURE ECONOMIC LOSS, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED EARNINGS OR SAVINGS (WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) OR 10.3.3 LOSS OF USE OR VALUE OR DAMAGE OF ANY DATA OR EQUIPMENT (INCLUDING SOFTWARE), WASTED MANAGEMENT, OPERATION OR OTHER TIME (WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL) OR 10.3.4 ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS, IN EACH CASE HOWSOEVER CAUSED ARISING OUT OF OR IN CONNECTION WITH: 10.3.5 ANY OF THE WORKS, OR THE MANUFACTURE OR SALE OR SUPPLY, OR FAILURE OR DELAY IN SUPPLY, OF THE WORKS BY SUPPLIER OR ON THE PART OF SUPPLIER’S EMPLOYEES, AGENTS OR SUBCONTRACTORS; 10.3.6 ANY BREACH BY SUPPLIER OF ANY OF THE EXPRESS OR IMPLIED TERMS OF THE CONTRACT; 10.3.7 ANY USE MADE OR RESALE BY BUYER OF ANY OF THE WORKS, OR OF ANY PRODUCT INCORPORATING ANY OF THE WORKS; OR 10.3.8 ANY STATEMENT MADE OR NOT MADE, OR ADVICE GIVEN OR NOT GIVEN, BY OR ON BEHALF OF SUPPLIER. 10.4 EXCEPT AS EXPRESSLY SET OUT IN THE CONTRACT, SUPPLIER HEREBY EXCLUDES TO THE FULLEST EXTENT PERMISSIBLE IN LAW, ALL CONDITIONS, WARRANTIES AND STIPULATIONS, EXPRESS (OTHER THAN THOSE SET OUT IN THE CONTRACT) OR IMPLIED, STATUTORY, CUSTOMARY OR OTHERWISE WHICH, BUT FOR SUCH EXCLUSION, WOULD OR MIGHT SUBSIST IN FAVOR OF BUYER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.5 EACH OF SUPPLIER’S EMPLOYEES, AGENTS AND SUBCONTRACTORS MAY RELY UPON AND ENFORCE THE EXCLUSIONS AND RESTRICTIONS OF LIABILITY IN THE CONTRACT IN THAT PERSON’S OWN NAME AND FOR THAT PERSON’S OWN BENEFIT, AS IF THE WORDS “ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS” FOLLOWED THE WORD SUPPLIER WHEREVER IT APPEARS IN THOSE CLAUSES SAVE FOR EACH REFERENCE IN CLAUSE10.3.5. 10.6 BUYER ACKNOWLEDGES THAT THE ABOVE PROVISIONS OF THIS CLAUSE 10 (EXCLUSION AND LIMITATION OF LIABILITY) ARE REASONABLE AND REFLECTED IN THE PRICE WHICH WOULD BE HIGHER WITHOUT THOSE PROVISIONS, AND BUYER WILL ACCEPT SUCH RISK AND/OR INSURE ACCORDINGLY. 10.7 BUYER IS SOLELY RESPONSIBLE AND LIABLE FOR THE PROPER LEGAL DISPOSAL OF ALL MATERIALS PURCHASED FROM SUPPLIER AT THE END-OF- LIFE CYCLE OF SUCH MATERIALS.

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