Limitation of Your liability Sample Clauses

Limitation of Your liability. Except where to do so would contravene any statute or cause any part of this Agreement to be void or unenforceable, You: (a) exclude liability for any and all Loss suffered or incurred by Superloop in connection with a Force Majeure Event; and
Sample 1Sample 2
AutoNDA by SimpleDocs
Limitation of Your liability. You 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 your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement (disabling conduct). However, you will not be indemnified for any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct or, (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither interested persons of the Fund as defined in the Investment Company Act of 1940 nor parties to the proceeding (disinterested, non-party trustees), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees of the Fund, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Fund shall be deemed, when acting within the scope of his employment by the Fund, to be acting in such employment solely for the Fund and not as your employee or agent.
Sample 1Sample 2
Limitation of Your liability. Except with respect to a breach by you of your obligation to comply with Sections 8.1 (Prohibited Use) and 8.2 (Authorized Use Compliance) of the Terms and your obligation to pay any amount due to us, your total cumulative liability with respect to any and all Damages whether arising in negligence, tort, statute, equity, contract, common law, or other cause of action or legal theory arising out of or in connection with the performance or non-performance of any of your obligations under the Agreement, or the use of the Services or, Products by or on your behalf or any of your End Users, even if you have been advised of the possibility of those Damages or whether or not those Damages were foreseeable, is limited to direct, actual, provable Damages, if any, and will not exceed the total aggregate monthly fees, before applicable taxes, invoiced to you for the Services in the 3 month period preceding the event that gave rise to the Damages.
Sample 1
Limitation of Your liability. You will not be liable for any unauthorized use that occurs after you notify us. You may, however, be liable for unauthorized use that occurs before your notice to us. In any case, your liability will not exceed $50. You will have no liability for unauthorized use of your Card for transactions if (a) you have exercised reasonable care in safeguarding the Card from risk of loss or theft; (b) you have not reported two or more incidents of unauthorized use to us in the preceding 12 months; and (c) your Account is in good standing. This section does not apply when a PIN is used as your identification method. Zero liability does not apply to MasterCard-branded cards issued to an entity other than a natural person; primarily for business, commercial or agricultural purposes, except small business “Debit MasterCard BusinessCard”, “MasterCard BusinessCard”, “Debit MasterCard Professional Card” and “MasterCard Professional Card”; outside the U.S. region; or if a PIN is used as the cardholder verification method for the unauthorized transaction(s). Cardholder must meet these three conditions: 1. The cardholder must have exercised reasonable care in safeguarding his or her card from risk of loss or theft; 2. The cardholder must not have reported two or more incidents of unauthorized use within the preceding 12 months; 3. The account must be in good standing. Visit MasterCard’s Zero Liability link at xxx.xxxxxxxxxx.xxx 6.
Sample 1
Limitation of Your liability. Except where to do so would contravene any statute or cause any part of this Agreement to be void or unenforceable, You: (a) exclude liability for any and all Loss suffered or incurred by Superloop in connection with a Force Majeure Event; and Superloop Limited ABN 96 169 263 094 GPO Box 2776 Brisbane, QLD, 4001 xxxxxxxxx.xxx
Sample 1
Limitation of Your liability. You will have no liability for unauthorized use of your Card for transactions if (a) you have exercised reasonable care in safeguarding the Card from risk of loss or theft; (b) you have not reported two or more incidents of unauthorized use to us in the preceding 12 months; and (c) the account to which transactions initiated with the
Sample 1
Limitation of Your liability. Except where to do so would contravene any statute or cause any part of this Agreement to be void or unenforceable, You: (a) exclude liability for any and all Loss suffered or incurred by Superloop in connection with a Force Majeure Event; and (b) limit Your maximum, aggregate liability for Loss for all Claims in connection with a Service (except under, or in respect of Your liability for Loss in connection with Your indemnity obligations under clause 10.5 or 10.6 or Your obligation to pay a Cancellation Charge under clause 11.3(b)) to an amount calculated by multiplying the amount Superloop charges You each month for that Service by 12.
Sample 1
AutoNDA by SimpleDocs
Limitation of Your liability. If you are an Australian retail client your liability is limited by law such that Charterprime cannot pursue you for net negative balances in your account such as those that may have arisen f xx x xxxxx adverse market movements
Sample 1

Related to Limitation of Your liability

  • Your Liability The following determines your liability for any unauthorized EFT or any series of related unauthorized EFTs: 1. If you notify the Credit Union within two (2) business days after your password was lost or stolen, your liability will not exceed $50.00 or the amount of the unauthorized EFTs that occur before notification, whichever is less. 2. If you fail to notify the Credit Union within two (2) business days after your password was lost or stolen, your liability will not exceed the lesser of $500.00or the total of: • $50.00 or the amount of unauthorized EFTs that occur within the two (2) business days; and • The total of authorized EFTs which occur during the two (2) days before notification to the Credit Union, provided the Credit Union establishes that these EFTs would not have occurred had the Credit Union been notified within that two-day period. 3. You must report an unauthorized EFT that appears on your periodic statement, no later than 60 days of transmittal of the statement to avoid liability for subsequent transfers; your liability will not exceed the amount of the unauthorized EFTs that occurred within the 60-day period. You may also be liable for the amounts as described in sections 1 and 2 above. 4. If the report is made orally, we will require that you send the complaint or question in writing within 20 business days. We will notify you with the results of the investigation within 10 business days and will correct any error promptly. If more time is needed, however, we may take up to 45 days to investigate a complaint or question. If this occurs, we will credit your account within 10 business days for the amount you think is in error. This will allow you to use the money during the time it takes us to complete out investigation. If your complaint or question is not received in writing within 10 business days, we may not credit your account until the investigation is completed. If an alleged error involves an electronic fund transfer outside a state or territory or possession of the United Stated, the applicable time periods for action by us are 20 business days (instead of 10) and 90 calendar days (instead of 45). If we determine that no error occurred, we will send you a written explanation within three business days after the investigation is complete. You may request copies of the documents that were used in the investigation. 5. You may notify the Credit Union by telephone, writing, or by email using the guest book provided in our online banking site. Notification by general e-mail to report an unauthorized transaction is not secure and therefore not advised.

  • Indemnification of Employer The Association, on behalf of itself and the OEA and NEA, agrees to indemnify the Board for any cost or liability incurred as a result of the implementation and enforcement of this provision provided that: A. The Board shall give a ten (10) day written notice of any claim made or action filed against the employer by a non-member for which indemnification may be claimed; B. The Association shall reserve the right to designate counsel to represent and defend the employer; C. The Board agrees to (a) give full and complete cooperation and assistance to the Association and its counsel at all levels of the proceeding, (b) permit the Association or its affiliates to intervene as a party if it so desires, and/or (c) to not oppose the Association or its affiliates’ application to file briefs amicus curiae in action; D. The Board acted in good faith compliance with the Fair Share Fee provision of this Agreement; however, there shall be no indemnification of the Board if the Board intentionally or willfully fails to apply (except due to court order) or misapplies such Fair Share Fee provision herein.

  • LIMITATION OF OUR LIABILITY We are not responsible or liable to you or any supplementary cardmember for: • any delay or failure by a merchant to accept the card, • goods and services you charge to your account, including any dispute with a merchant about goods and services charged to your account, • any costs, damages or expenses arising out of our failure to carry out our obligations under this agreement if that failure is caused by a third party or because of a systems failure, data processing failure, industrial dispute or other action outside our control, and • loss of profits or any incidental, indirect, consequential, punitive or special damages regardless of how they arise. For example, we will not be liable to you or any supplementary cardmember for any malfunction or failure of the card or refusal by a merchant to accept the card. Clause required under the Consumer Protection Act. (Open credit contract for the use of a credit card)

  • Our Liability to You 8.1 We will not be liable to You in respect of any losses You or the Card User may suffer in connection with or arising from the Card, except where such losses are due to a breach by us of this Agreement or due to Our negligence. In addition, We will not be liable for disputes concerning the quality of goods or services purchased from any merchant that accepted a Card or for any additional fees charged by the operator of POS or ATM terminals (e.

  • Indemnification of Executive To the fullest extent permitted under applicable law, in the event a Change of Control and a Termination of Employment of Executive as a Retired Early Employee occurs, Arrow and the Bank shall indemnify the Executive for all legal fees and expenses subsequently incurred by the Executive in seeking to obtain or enforce any right or benefit provided under this Agreement related to such events, provided, however, that such right to indemnification will not apply if and to the extent that a court of competent jurisdiction shall determine that any such fees and expenses have been incurred as a result of the Executive's bad faith. Indemnification payments payable hereunder by Arrow and the Bank shall be made not later than thirty (30) days after a request for payment has been received from the Executive with such evidence of indemnifiable fees and expenses as Arrow or the Bank may reasonably request, provided, however, that such indemnification and reimbursement payments shall not be made later than the last day of the calendar year following the calendar year in which the expenses were incurred.

  • Our Liability (a) The quality and reliability of your electricity supply and the quality, pressure and continuity of your gas supply is subject to a variety of factors that are beyond our control as your retailer, including accidents, emergencies, weather conditions, vandalism, system demand, the technical limitations of the distribution system and the acts of other persons (such as your distributor), including at the direction of a relevant authority. (b) To the extent permitted by law, we give no condition, warranty or undertaking, and we make no representation to you, about the condition or suitability of energy, its quality, fitness for purpose or safety, other than those set out in this contract. (c) Unless we have acted in bad faith or negligently, the National Energy Retail Law excludes our liability for any loss or damage you suffer as a result of the total or partial failure to supply energy to your premises, which includes any loss or damage you suffer as a result of the defective supply of energy.

  • Your liability to us (alleged) illegal use, etc (a) This clause applies where: (i) your Service is actually or allegedly used in a way that breaches any law or infringes the rights of any third party; and (ii) we suffer loss or reasonably incur expense as a result. (b) You must make good our loss and reimburse our expenses on request.

  • Limitation of Engagement to the Company The Company acknowledges that Xxxxxxxxxx has been retained only by the Company, that Xxxxxxxxxx is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagement of Xxxxxxxxxx is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against Xxxxxxxxxx or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise expressly agreed in writing by Xxxxxxxxxx, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Xxxxxxxxxx, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Xxxxxxxxxx to the Company in connection with Xxxxxxxxxx’x engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Xxxxxxxxxx shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Xxxxxxxxxx.

  • LIMITATION OF SHAREHOLDER LIABILITY 9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such and not individually. The obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the trustees or directors have caused this Agreement to be executed.

  • Company's Liability The Consultant agrees to defend, indemnify, and hold the Company harmless from an against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in defense of the Company) which may in any way result pursuant to its gross negligence or willful misconduct or in any connection with any actions taken or statements made, on behalf of the Company, without the prior approval or authorization of the Company or which are otherwise in violation of applicable law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!