Limitations of J.X Sample Clauses

Limitations of J.X. Xxxxxx’x Liability (a) Under no circumstances will J.X. Xxxxxx be liable for (i) any loss of profits (whether direct or indirect); (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to J.X. Xxxxxx’x performance or non-performance under this Agreement, or J.X. Xxxxxx’x role as a service provider to the Trust; (iii) any Liabilities suffered by any person as a result of the failure of any of the Dependencies (defined below) to be met; (iv) the assumptions made by J.X. Xxxxxx in good faith in preparing a Report proving to be incorrect, inaccurate or inapplicable or any assumption which could or should have been made not being made; (v) any Liabilities arising as a consequence of the Trust using, or providing to any other person to use, any Report or information in or derived from or based on any Report, to make decisions (including Investment Decisions) in respect of the Trust; or (vi) any Liabilities suffered by any person relating to any decisions made by J.X. Xxxxxx in complying with AML/Sanctions Requirements. (b) Notwithstanding any provision herein that may be to the contrary, the maximum aggregate liability of J.X. Xxxxxx and J.X. Xxxxxx Indemnitees in respect of any and all claims of any kind arising out of, in connection with or relating to this Agreement or the provision of the Services, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages, in respect of any calendar year, shall not exceed an aggregate amount equal to the total annual amount of fees paid for the Services under this Agreement; provided that, under no circumstances will J.X. Xxxxxx’x aggregate liability under this ETF Agency Services Agreement - August 2021 Agreement for the term of this Agreement (including any extensions thereof) exceed an amount equal to three (3) times the total annual amount of fees paid for the Services under this Agreement. (c) The Trust agrees that J.X. Xxxxxx’x ability to provide the Services and comply with the terms of this Agreement is dependent upon the performance of actions or obligations by the Trust or the Investment Adviser, or by any person (other than J.X. Xxxxxx) (the “Dependencies”). In any period during which the Dependencies are not met, the parties will cooperate to ensure th...

Limitations of J.X. Xxxxxx’x Liability (a) Under no circumstances will J.X. Xxxxxx be liable for (i) any loss of profits (whether direct or indirect); (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to J.X. Xxxxxx’ s performance or non-performance under this Agreement, or J.X. Xxxxxx’ s role as a service provider to ETF Agency Services Agreement – June 2020 the Trust; (iii) any Liabilities suffered by any person as a result of the failure of any of the Dependencies (defined below) to be met; (iv) the assumptions made by J.X. Xxxxxx in good faith in preparing a Report proving to be incorrect, inaccurate or inapplicable or any assumption which could or should have been made not being made; (v) any Liabilities arising as a consequence of the Trust using, or providing to any other person to use, any Report or information in or derived from or based on any Report, to make decisions (including Investment Decisions) in respect of the Trust; or (vi) any Liabilities suffered by any person relating to any decisions made by J.X. Xxxxxx in complying with AML/Sanctions Requirements. (b) Notwithstanding any provision herein that may be to the contrary, the maximum aggregate liability of J.X. Xxxxxx and J.X. Xxxxxx Indemnitees in any calendar year in respect of any and all claims of any kind arising out of, in connection with or relating to this Agreement or the provision of the Services, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages, in respect of any calendar year, shall not exceed an aggregate amount equal to two (2) times the total annual amount of fees paid for the Services under this Agreement. The Trust agrees that J.X. Xxxxxx’x ability to provide the Services and comply with the terms of this Agreement is dependent upon the performance of actions or obligations by the Trust or the Investment Adviser, or by any person (other than J.X. Xxxxxx) (the “Dependencies”). In any period during which the Dependencies are not met, the parties will cooperate to ensure that such period is kept as short as reasonably possible and J.X. Xxxxxx will use commercially reasonable efforts to provide the Services, provided that J.X. Xxxxxx shall not be obliged to incur additional costs to do so. The Dependencies are as follows...

Limitations of J.X. Xxxxxx’x Liability. (a) J.X. Xxxxxx may rely on information provided to it by or on behalf of the Customer, or which was prepared or maintained by the Customer or any third party on behalf of the Customer, in the course of discharging its duties under this Agreement. Provided J.X. Xxxxxx shall have acted with reasonable care and without negligence, willful misconduct or fraud, J.X. Xxxxxx shall not be liable to any person for any Liabilities suffered by any person as a result of J.X. Xxxxxx: (i) having relied upon the authority, accuracy, truth or completeness of information including, without limitation, information supplied to J.X. Xxxxxx by the Customer or by the Investment Adviser or any third party which is not a subcontractor of J.X. Xxxxxx, including but not limited to, information in relation to trades in respect of the Fund or expenses of the Fund; (ii) having relied upon the authority, accuracy, truth and completeness of information furnished to J.X. Xxxxxx by any pricing services, data services, or provider of other market information or information concerning securities held by the Fund. (b) J.X. Xxxxxx shall not be liable for any error in data that is transitioned to J.X. Xxxxxx at the time it begins to provide the Services with respect to the Funds provided however that J.X. Xxxxxx: (i) shall use reasonable efforts to mitigate any losses arising as a result of any such error of which it is aware; and (ii) shall notify the Customer as soon as practicable after becoming aware of the error.

Related to Limitations of J.X

Limitations of Liability The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.