Limitations on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6 is not true and correct as of the Closing Date:
(i) the Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this Agreement so long as the action taken or not taken does not amount to negligence;
(ii) the Owner Trustee will not be liable for indebtedness evidenced by or created under the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holder of the Residual Interest;
(iii) the Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable, (F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection and priority, (G) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement or (H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties made by the Owner Trustee in Section 6.6);
(iv) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator or the Servicer in the name of the Owner Trustee;
(v) the Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even if the Owner Trustee ha...
Limitations on Liability. (a) It is expressly understood and agreed by the parties hereto that (i) this Indenture Supplement is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to the Indenture and by any Person claiming by, through or under them and (iv) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or any related documents.
(b) None of the Indenture Trustee, the Owner Trustee, the Servicer, the Administrator, the Beneficiary or any other beneficiary of the Issuer or any of their respective officers, directors, employees, members, incorporators or agents shall have any liability with respect to this Indenture Supplement, and any recourse may be had solely to the Collateral.
Limitations on Liability. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:
Limitations on Liability. (a) With respect to any Claim for which indemnification is sought under Section 1 of this Agreement, the following provisions shall apply:
(1) The KEI Indemnified Parties shall collectively be entitled to pursue Claims and recover Losses as provided in Section 1 of this Agreement, in the aggregate not in excess of the lesser of (i) the actual compensatory damages suffered by such KEI Indemnified Parties, or (ii) $1,200,000; provided that no such liability limits apply to subsection 1(b).
(2) KEI and the Buyers on behalf of each of such KEI Indemnified Parties hereby waive any right to recover incidental, indirect, special, exemplary, punitive or consequential damages.
(3) Anything to the contrary contained in this Agreement notwithstanding, KEI and the Buyers agree that the KEI Indemnified Parties shall be entitled to look solely to (i) a letter of credit in the amount of $1,200,000 for recovery with respect to any Claim arising under Section 1 of this Agreement; provided that the parties agree that, upon the final, non-appealable resolution of the Accountant Claim, such letter of credit shall be reduced to $250,000 for the duration of the indemnification set forth in Section 1(b) hereof, and (ii) a letter of credit in the amount of $100,000 for payment by KEI of the deductible payable with respect to the R&W Insurance Policy.
(b) With respect to any Claim asserted by any third party as to the matters set forth in Section 2 of this Agreement, the following provisions shall apply:
(1) The KEI Indemnified Parties shall collectively be entitled to pursue Claims and recover Losses as provided in Section 2 of this Agreement, in the aggregate not in excess of the lesser of (i) the actual compensatory damages suffered by such KEI Indemnified Parties, or (ii) $8,000,000.
(2) KEI and the Buyers on behalf of each of such KEI Indemnified Parties hereby waive any right to recover incidental, indirect, special, exemplary, punitive or consequential damages.
(3) Anything to the contrary contained in this Agreement notwithstanding, KEI and the Buyers agree that the KEI Indemnified Parties shall be entitled to look solely to the R&W Insurance Policy with respect to claims brought pursuant to Section 2 hereof, and, with respect to the amount of any deductible under such insurance policy, to a letter of credit or bond in form reasonably satisfactory to KEI. Agreement Regarding Representations and Warranties
(c) Except as expressly provided in Section 3(a) and (b) above, KEI,...
Limitations on Liability. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM ANY CLAIM OR ACTION BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. SNAPPET SHALL NOT BE LIABLE FOR CLIENT'S INABILITY TO USE THE PLATFORM DUE TO (I) SCHEDULED DOWNTIME, WHICH SNAPPET WILL ATTEMPT TO SCHEDULE WHEN DISTRICT SCHOOLS ARE NOT IN SESSION AND ABOUT WHICH SNAPPET WILL GIVE CLIENT 14 DAYS ADVANCE WRITTEN NOTICE; (II) UNAVAILABILITY DUE TO FACTORS OUTSIDE OF SNAPPET’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, ACTS OF GOVERNMENT, FLOOD, FIRE, EARTHQUAKES, CIVIL UNREST, ACTS OF TERROR, STRIKES OR OTHER LABOR PROBLEMS (OTHER THAN THOSE INVOLVING SNAPPET’S EMPLOYEES); (III) UNAVAILABILITY THAT RESULTS FROM EQUIPMENT AND/OR SOFTWARE OF THIRD PARTIES WHERE SUCH EQUIPMENT AND/OR SOFTWARE IS NOT WITHIN THE REASONABLE CONTROL OF SNAPPET; (IV) UNAVAILABILITY CAUSED BY ABUSE OR MISUSE OF THE PLATFORM (OR ANY COMPONENT THEREOF) BY CLIENT OR ITS LICENSED USERS; OR (V) UNAVAILABILITY CAUSED BY USE OR MAINTENANCE OF THE PLATFORM BY CLIENT IN A MANNER NOT MATERIALLY CONFORMING TO THE GUIDANCE PROVIDED BY SNAPPET OR IN THE AGREEMENT. SNAPPET’S AGGREGATE LIABILITY TO THE CLIENT UNDER ANY THEORY OR FOR ANY REASON SHALL NOT EXCEED THE FEES PAID BY THE CLIENT FOR THE PLATFORM GIVING RISE TO SUCH CLAIM FOR THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE.
Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed on behalf of the Fund by the Trust’s officers in their capacity as officers and not individually and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but the obligations imposed upon the Fund by this Agreement are binding only upon the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.
Limitations on Liability. All parties hereto are expressly put on notice of the Fund’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Fund entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but are binding upon only the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.
Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Trust entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but are binding upon only the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Fund, for the enforcement of any claims.
Limitations on Liability. Notwithstanding any of the preceding provisions of the Agreement, no individual acting as an employee or agent of the Bank, or as a member of the Board of Directors shall be personally liable to the Executive or any other person for any claim, loss, liability or expense incurred in connection with the Agreement.
Limitations on Liability. Neither Xxxxxxx Mac, in its corporate capacity, nor any of its directors, officers, employees, authorized designees, representatives or agents (“related persons’’) shall be liable to Holders for any action taken, or not taken, by them or by a servicer in good faith pursuant to this Agreement or for errors in judgment. This provision shall not protect Xxxxxxx Mac or any related person against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. In no event shall Xxxxxxx Mac or any related person be liable for any consequential damages. Xxxxxxx Mac and any related person may rely in good faith on any document or other communication of any kind properly executed and submitted by any Person with respect to any matter arising under this Agreement. Xxxxxxx Mac has no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service or supervise the servicing of the Mortgages in accordance with this Agreement and which in its opinion may involve any expense or liability for Xxxxxxx Mac. Xxxxxxx Mac may, in its discretion, undertake or participate in any action it deems necessary or desirable with respect to any Mortgage, this Agreement, the PCs or the rights and duties of the parties hereto and the interests of the Holders hereunder. In such event, the legal expenses and costs of such action and any resulting liability shall be expenses for the protection, preservation and maintenance of the Mortgages borne pro rata by Xxxxxxx Mac and Holders as provided in Section 3.08(b).
