Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. Notwithstanding anything In the Agreement to the contrary, the Bank's sole and exclusive liability to Customer for Bank's failure to exercise ordinary care resulting in a delay in executing, improper execution of, or failure to execute a Transaction, Payment Acknowledgement or Settlement Instructions in an amount equal to interest losses attributable thereto; provided, however, with respect to the services performed hereunder outside the scope of Article 4A of the Illinois Uniform Commercial Code, the Bank shall only be liable to Customer for direct damages attributable to its own gross negligence or willful misconduct in performing such services; provided, further, that in no event shall Bank be liable or responsible for (i) failure or delay in posting information and providing e-mail notifications and information to the Customer, or (ii) any inaccuracies or omissions in information received from third parties, including inaccuracies or omissions in collection letters or documents presented by Customer's vendors, that is either posted on the Import Collections Module of QuickTrade/Web, sent via e-mail or otherwise by the Bank. Customer understands that the information available to it in connection with the Import Collections Module is updated periodically and therefore, may not be up to date at the moment that the Customer takes notice of such information. In no event will Bank be liable for any consequential, special, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Supplement. Bank's liability hereunder for interest losses will be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of Chicago for the period involved. The Customer agrees to indemnify and hold the Bank harmless from and against any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and court costs) arising directly or indirectly from (i) the Bank processing Customer's acceptance or refusal of a Transaction, a Payment Acknowledgment and any Settlement Instructions in the Customer's name communicated to the Bank, whether or not Customer's agreement or refusal of a Transaction, a Payment Acknowledgment or any Settlement Instructions that was actually authorized by the Customer, so long as the Bank accepts the agreement to or refusal of a Transaction, Payment Acknowledgment and any Settlement Instructions in good faith and in compliance with the security procedures, (ii) the Bank's processing Transaction, Payment Acknowledgment and Settlement Instructions which were authorized by the Customer or which were effected in accordance with the terms of this Agreement, (iii) the Bank's refusal to accept or process a Transaction, Payment Acknowledgment or Settlement Instructions that were communicated to it other than in compliance with the security procedures or (iv) from the acts or omissions of Customer (including it agents, employees and representatives) or any third party in connection with any Transaction to which any collection letter relates, or from the breach by the Customer of any of its agreements with and/or representations or warranties to the Bank under this Agreement; provided, however, that the Customer shall not be obligated to indemnify the Bank for such claims, damages, losses, liabilities and expenses to the extent they are attributable to the Bank's gross negligence or willful misconduct in the performance of its obligations hereunder. The provisions of this Section will survive termination of this Agreement.

Limitation on Liability; Indemnification. Notwithstanding anything In the Agreement to the contrary, the Bank's sole and exclusive liability to Customer for Bank's failure any loss or damage arising from or relating to exercise ordinary care resulting in a delay in executing, improper execution of, this Agreement or failure to execute a Transaction, Payment Acknowledgement or Settlement Instructions in an amount equal to interest losses attributable thereto; provided, however, with respect to the services performed hereunder outside the scope of Article 4A any of the Illinois Uniform Commercial CodeServices or the Software or Customer's use thereof, regardless of the Bank form of action, shall only be liable limited to Customer for direct damages attributable to its own gross negligence or Bank's willful misconduct in performing such services; providedor gross negligence, furtherhowever, that in no event shall Bank be liable or responsible for (i) failure any punitive, indirect, consequential or delay in posting information and providing e-mail notifications and information to special damages or lost profits, even if Bank has been advised of the Customerpossibility of such damages, or (ii) any inaccuracies the acts or omissions in information received from of a third parties, including inaccuracies party service or omissions in collection letters or documents presented vendor used by Customer, or any loss, cost, damage or expense incurred by any person or entity in connection therewith, (iii) any application errors in or security breaches of any Browser, (iv) the Customer's vendorsinability to access QuickTrade(R)/Web via the Internet, that is either posted (v) any interception of any information relating to the Customer or its transactions as a result of the use of the Internet (except such as results from gross negligence or willful misconduct on the Import Collections Module part of QuickTrade/WebBank), sent via e-mail (vi) any data that are lost or otherwise by the Bank. Customer understands that the information available to it destroyed in connection with the Import Collections Module use of QuickTrade(R)/Web (except such as results from gross negligence or willful misconduct on the part of Bank), or (vii) the Customer's inability to access the System using QuickTrade(R)/Web, if such inability to access the System is updated periodically and thereforedue to a mechanical hard drive failure or other system failure (including, may but not be up limited to, a "lock-up" resulting from the Customer's use of software). Notwithstanding the foregoing, the Bank's only obligation to date at the moment that the Customer takes notice of such information. In no event will Bank be liable for any consequential, special, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Supplementthe Software is to use its commercially reasonable efforts to correct problems that arise in the use thereof, and the Bank shall not have any other obligation in connection therewith and shall not suffer or incur any liability in connection therewith. Bank's liability hereunder for interest losses will be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of Chicago for the period involved. The Customer agrees to indemnify and hold the Bank harmless from and against any and all claims, damages, losses, liabilities and expenses losses or damages of any nature whatsoever (including but not limited to reasonable attorneys' fees and court costs) arising directly or indirectly from (i) the Bank processing Customer's acceptance breach of any agreement, representation or refusal of a Transaction, a Payment Acknowledgment and any Settlement Instructions in the Customer's name communicated to the Bank, whether or not Customer's agreement or refusal of a Transaction, a Payment Acknowledgment or any Settlement Instructions that was actually authorized by the Customer, so long as the Bank accepts the agreement to or refusal of a Transaction, Payment Acknowledgment and any Settlement Instructions in good faith and in compliance with the security procedures, (ii) the Bank's processing Transaction, Payment Acknowledgment and Settlement Instructions which were authorized by the Customer or which were effected in accordance with the terms of this Agreement, (iii) the Bank's refusal to accept or process a Transaction, Payment Acknowledgment or Settlement Instructions that were communicated to it other than in compliance with the security procedures or (iv) from the acts or omissions warranty of Customer (including it agents, employees and representatives) or any third party in connection with any Transaction to which any collection letter relates, or from the breach by the Customer of any of its agreements with and/or representations or warranties to the Bank under this Agreement; provided, however, that the Customer shall not be obligated to indemnify the Bank for such claims, damages, losses, liabilities and expenses to the extent they are losses or damages attributable to the Bank's gross negligence or willful misconduct or Bank's breach of its representations and warranties to Customer set forth below in Section 8(b). Notwithstanding and without regard to the limitations on Bank's liability set forth in the performance of its obligations hereunder. The provisions beginning of this Section will survive termination 6, Bank agrees to indemnify and hold Customer harmless from and against any and all claims, losses, or damages of any nature whatsoever (including but not limited to reasonable attorneys' fees and court costs) suffered by Customer or asserted by a third party against Customer that arise directly or indirectly from any breach by Bank of the representations, warranties and covenants made by Bank to Customer in Section 8(b) hereof provided, however, that Bank shall not be obligated to indemnify Customer for claims, losses or damages attributable to Customer's gross negligence or willful misconduct or Customer's breach of its agreements, representations and warranties to Bank in this Agreement. In the event either party becomes aware of any actual or potential claim for indemnification by the other hereunder, the party claiming indemnification shall promptly notify the other party of such claim and all facts relating thereto and allow and cooperate with the indemnifying party in connection with the defense, settlement or other resolution of such claim. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Limitation on Liability; Indemnification. Notwithstanding anything In the Agreement to the contrary(a) The Customer acknowledges that except as expressly prohibited by Applicable Law, the Bank's sole and exclusive liability to Customer for Bank's failure to exercise ordinary care resulting , in a delay performing its duties in executingaccordance with this Agreement, improper execution of, or failure to execute a Transaction, Payment Acknowledgement or Settlement Instructions in an amount equal to interest losses attributable thereto; provided, however, with respect to the services performed hereunder outside the scope of Article 4A of the Illinois Uniform Commercial Code, the Bank shall only be liable to the Customer for its actual damages and only to the extent that such damages are a direct damages attributable to its own result of the Bank's gross negligence or willful misconduct in performing such services; provided, further, that in no event misconduct. The Bank shall Bank not be liable or responsible for (i) failure delays or delay failures in posting information and providing e-mail notifications and information to the Customerperformance of its obligations hereunder caused by acts of God, or (ii) any inaccuracies or omissions in information received from war, civil commotion, governmental action, fire, action by third parties, including inaccuracies equipment malfunction, power failure or omissions in collection letters any other events or documents presented by Customer's vendorscircumstances beyond its reasonable control (each a "Force Majeure Event"). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFIT OR ATTORNEYS' FEES) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS ARISE IN CONTRACT OR TORT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH RESPECT TO PAYMENT ORDERS, THE BANK'S LIABILITY SHALL BE FURTHER LIMITED AS PROVIDED IN ARTICLE IV HEREOF. (b) Except for losses that is either posted on the Import Collections Module of QuickTrade/Web, sent via e-mail or otherwise by result from the Bank. Customer understands that 's gross negligence or willful misconduct, the information available to it in connection with the Import Collections Module is updated periodically and therefore, may not be up to date at the moment that the Customer takes notice of such information. In no event will Bank be liable for any consequential, special, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Supplement. Bank's liability hereunder for interest losses will be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of Chicago for the period involved. The Customer agrees to indemnify and hold the Bank harmless from and against any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and court costs) losses the Customer may incur or suffer arising directly from an FX Transaction or indirectly from any losses suffered by the Bank arising out of any action taken or omitted to be taken in reliance upon: (i) any instruction or information provided to the Bank processing Customer's acceptance or refusal of a Transaction, a Payment Acknowledgment and any Settlement Instructions whether in the Customer's name communicated to the Bank, whether accordance with this Agreement or not Customer's agreement or refusal of a Transaction, a Payment Acknowledgment or any Settlement Instructions that was actually authorized by the Customer, so long as the Bank accepts the agreement to or refusal of a Transaction, Payment Acknowledgment and any Settlement Instructions in good faith and in compliance with the security procedures, or (ii) the Bank's processing Transaction, Payment Acknowledgment and Settlement Instructions which were authorized by the Customer or which were effected any information contained in accordance with the terms of this Agreement, a Confirmation (iii) the Bank's refusal to accept or process a Transaction, Payment Acknowledgment or Settlement Instructions that were communicated to it other than in compliance with the security procedures or (iv) from the acts or omissions of Customer (including it agents, employees and representatives) or any third party in connection with any Transaction to which any collection letter relates, or from the breach by the Customer of any of its agreements with and/or representations or warranties to the Bank under this Agreement; provided, however, such information that the Customer shall not be obligated to indemnify the Bank for such claims, damages, losses, liabilities and expenses to the extent they are attributable to the Bank's gross negligence or willful misconduct has been corrected in the performance of its obligations hereunder. The provisions of this manner provided in Section will survive termination of this AgreementII(4)).