Limitation on Liability and Indemnity. A. Shipper’s Liability and Indemnification.
Limitation on Liability and Indemnity. The terms and conditions of Article 12 of the Partnership Agreement are hereby incorporated by reference. The Fund understands that certain provisions of this Agreement, including, but not limited to, the limitations on liability and indemnification provisions set forth in Article 12 of the Partnership Agreement, may serve to limit the potential liability of the Asset Manager and has had the opportunity to consult with the Asset Manager as well as the Fund’s other professional advisers or legal counsel as to the effect of these provisions. The Fund further understands that certain federal and state securities laws, including, but not limited to, the Advisers Act, may impose liability or allow for legal remedies even where the Asset Manager has acted in good faith and that the rights under those laws may be non-waivable. Nothing in this Agreement shall, in any way, constitute a waiver or limitation by the Fund of any rights which may not be so waived or limited in accordance with applicable law.
Limitation on Liability and Indemnity. 19.1 The Bank shall not be liable to the Customer for any default by any warehouse keeper, broker, auctioneers, or other person employed in connection with the Goods or the sale or other disposition thereof or for any neglect, default, loss or damage in connection with the Documents, Pledged Instruments or the Goods or Pledged Goods howsoever caused.
Limitation on Liability and Indemnity. 12.1 The Lender shall have no or other obligations in respect of the Loan except those contained in this Agreement.
Limitation on Liability and Indemnity. F31.1 The provision of the custodian services does not constitute the Bank a trustee and the Bank shall have no trust or other obligations in respect of the Acquired Assets except those contained in this Agreement.
Limitation on Liability and Indemnity. 8.1 Apex shall in good faith use all reasonable efforts to diligently subscribe and hold as a nominee the New Shares on behalf of the Subscriber, but absent gross negligence or willful misconduct, Apex shall have no liability to Subscriber for any inadvertent error or omission, nor for the absence of subscription (or a wrongful subscription) of the New Shares.
Limitation on Liability and Indemnity. (a) Subject to clause 5.8(b), the Asset Manager will not be liable for acts or defaults of any of the consultants or contractors engaged in respect of the Investment.
Limitation on Liability and Indemnity. CONSULTANT, its subsidiaries and subcontractors, and their respective personnel shall not be liable to OWNER for any claims, liabilities, or expenses relating to this Agreement for an aggregate amount in excess of the fees paid by OWNER to CONSULTANT pursuant to this Agreement, except to the extent resulting from the recklessness, bad faith, or intentional misconduct of CONSULTANT or its subcontractors. In no event shall CONSULTANT, its subsidiaries or subcontractors, or their respective personnel be liable to OWNER for any loss of use, data, goodwill, revenues, or profits (whether or not deemed to constitute a direct claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this Agreement. The OWNER, to the extent permitted by law, shall indemnify and defend and hold harmless the CONSULTANT, its subsidiaries and subcontractors, and their respective officers and personnel from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the CONSULTANT related to the Services, except to the extent resulting from the recklessness, bad faith, or intentional misconduct of CONSULTANT or its subcontractors. The CONSULTANT shall indemnify and defend and hold harmless the OWNER and its respective officers and personnel from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER attributable to claims of third parties solely for (1) bodily injury, death, or physical damage to real or tangible personal property, to the extent directly and proximately caused by the negligence or intentional misconduct of CONSULTANT while engaged in the performance of the Services; provided, however, that if there also is fault on the part of any entity or individual indemnified hereunder or any entity or individual acting on OWNER’s behalf, the foregoing indemnification shall be on a comparative fault basis; and (2) infringement by a Deliverable of any U.S. patent existing at the time of delivery and known to CONSULTANT or copyright or any unauthorized use of any trade secret, except to the extent that such infringement or unauthorized use arises from, or could have been avoided except for (i) modification of such Deliverable other than by CONSULTANT or its subcontractors or use thereof in a manner n...
Limitation on Liability and Indemnity. Sun and its affiliates, employees and agents shall not be liable for any loss, liability, damage or expense (including attorneys' fees incurred in defending any claim) ("Liabilities") arising out of or in connection with the performance of the Services, unless such Liabilities shall be proven to result directly from gross negligence or willful misconduct on the part of Sun, its affiliates, employees or agents acting within the scope of their employment or authority. Origen shall indemnify, defend and hold harmless Sun, its affiliates, employees and agents from and against any and all Liabilities that Origen may suffer in connection with Sun's provision of the Services, except for Liabilities that are proven to result directly from gross negligence or willful misconduct on the part of Sun, its affiliates, employees or agents acting within the scope of their employment or authority. Sun shall indemnify, defend and hold harmless Origen, its affiliates, employees and agents from and against any and all Liabilities that Origen may suffer in connection with Sun's provision of the Services, which Liabilities are proven to result directly from gross negligence or willful misconduct on the part of Sun, its affiliates, employees or agents acting within the scope of their employment or authority. The obligations described in this paragraph shall be deemed continuous and shall survive any expiration or termination of this Agreement.
Limitation on Liability and Indemnity. The terms and conditions of Article 12 of the Partnership Agreement are hereby incorporated by reference.
