Limited Liability of a Provider. Notwithstanding the provisions of Section 5.1, none of Management Services, any other member of the CCU Group, their respective Affiliates or any of their respective directors, officers or employees, or any of the heirs, executors, successors or assigns of any of the foregoing (each, a “Provider Indemnified Party”), will have any liability in contract, tort or otherwise, including for any such party’s ordinary or contributory negligence, to the Recipient or its Affiliates or Representatives for or in connection with (i) any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, (ii) the transactions contemplated by this Agreement, or (iii) any Provider Indemnified Party’s actions or inactions in connection with any such Services or transactions; provided, however, that such limitation on liability will not extend to or otherwise limit any Liabilities that have resulted directly from such Provider Indemnified Party’s (a) gross negligence or willful misconduct, (b) improper use or disclosure of information of, or regarding, a customer or potential customer of a Recipient Indemnified Party, or (c) violation of applicable Law.
Limited Liability of a Provider. Notwithstanding Article 6, no Provider shall have any liability in contract, tort or otherwise, for or in connection with any Services rendered or to be rendered by such Provider, its Affiliates or Representatives (each, a “Provider Indemnified Party”) pursuant to this Agreement, the transactions contemplated by this Agreement or any Provider Indemnified Party’s actions or inactions in connection with any such Services, to the Recipient or its Affiliates or Representatives, except to the extent that the Recipient or its Affiliates or Representatives suffer a Loss that results from such Provider Indemnified Party’s willful breach of this Agreement, or gross negligence or willful misconduct in connection with the provision of any such Services, transactions, actions or inactions.
Limited Liability of a Provider. Notwithstanding Article 5 or anything else to the contrary contained herein, no Provider Indemnified Party shall have any liability in contract, tort or otherwise, for or in connection with any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, the transactions contemplated by this Agreement or any Provider Indemnified Party’s actions or inactions in connection with any such Services or transactions, to any Recipient Indemnified Party, except for a breach of Section 5.02 or to the extent that any such Recipient Indemnified Party suffers a Loss that results from such Provider Indemnified Party’s gross negligence or willful misconduct in connection with any such Services or transactions, actions or inactions related thereto.
Limited Liability of a Provider. Except in connection with breaches of Section 2.12, Article VII, and Section 8.01, no AIG Indemnified Person or any other Provider shall have any liability to any Company Indemnified Person, in contract, tort or otherwise, for or in connection with (a) any Services provided or to be provided or any access to any Facilities provided or to be provided by any AIG Indemnified Person or any other Provider pursuant to this Agreement or (b) any AIG Indemnified Person’s or other Provider’s actions or inactions in connection with any such Services or access to any such Facilities referred to in the immediately preceding clause (a), in each case, except to the extent that such Company Indemnified Person suffers a Loss that results from such AIG Indemnified Person’s or other Provider’s gross negligence, bad faith or willful misconduct in connection with any such Services or access to any such Facilities and except as otherwise set forth in this Article V.
Limited Liability of a Provider. Notwithstanding the standard for services set forth in Section 2.02 pursuant to which Provider will perform, or cause to be performed, each Transition Service, neither Provider nor its Affiliates or Representatives (each, a "Provider Indemnified Party") shall have any liability in contract, tort or otherwise to Recipient or its Affiliates or Representatives for or in connection with any Transition Services rendered by any Provider Indemnified Party pursuant to the terms of this Agreement, the transactions contemplated hereunder or any Provider Indemnified Party's action or inaction with respect thereto, except for Losses arising out of or resulting directly from such Provider Indemnified Party's gross negligence or willful misconduct in connection with the foregoing.
Limited Liability of a Provider. Notwithstanding the provisions of Section 3.01, and except as otherwise provided in this Article VII, no Provider or its Subsidiaries or any of their respective directors, officers or employees, or any of the heirs, executors, successors or assigns of any of the foregoing (each, a “Provider Indemnified Party”), shall have any liability in contract, tort or otherwise to the Recipient or its Subsidiaries or Representatives for or in connection with (i) any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, (ii) the transactions contemplated by this Agreement, (iii) any Provider Indemnified Party’s actions or inactions in connection with any such Services or transactions, or (iv) any error of judgment or any mistake of fact or law or for anything that the Provider or any of its Subsidiaries does or refrains from doing in good faith hereunder; provided, however, that such limitation on liability shall not extend to or otherwise limit any Liabilities that have resulted from (a) such Provider Indemnified Party’s gross negligence or willful misconduct, (b) a Provider’s breach of this Agreement or (c) the improper use or disclosure of Information in connection with the transactions contemplated by this Agreement or such Provider’s provision of the Services.
Limited Liability of a Provider. Notwithstanding Article VII , no Provider shall have any liability in contract, tort or otherwise, for or in connection with any Services rendered or to be rendered by the Provider, its Affiliates or Representatives (each, a “Provider Indemnified Party”) pursuant to this Agreement, the transactions contemplated by the this Agreement or any Provider Indemnified Party’s actions or inactions in connection with any such Services, to the Recipient or its Affiliates or Representatives except to the extent that the Recipient or its Affiliates suffers a Loss that results from such Provider Indemnified Party’s willful breach, gross negligence or willful misconduct in connection with any such Services, transactions, actions or inactions.
Limited Liability of a Provider. Notwithstanding anything to the contrary set forth herein, no Providing Party or its Affiliates or Representatives shall have any liability in contract, tort or otherwise, for or in connection with any Services provided or to be provided by any of its Providers, Affiliates or Representatives (each, a “Provider Indemnified Party”) pursuant to this Agreement, the transactions contemplated by this Agreement or any Provider Indemnified Party’s actions or inactions in connection with the provision of any such Services, to the other Party or its Recipients, Affiliates or Representatives, except to the extent that the other Party, or its Recipients, Affiliates or Representatives suffer Liabilities that result from such Provider Indemnified Party’s breach of this Agreement or bad faith, gross negligence or willful misconduct in connection with the provision of any such Services, or transactions, actions or inactions related thereto.
Limited Liability of a Provider. (a) Notwithstanding Article 5 or anything else to the contrary contained herein (except for Section 6.02(b) and 6.11 below, each of which take precedence), no Provider Indemnified Party shall have any liability in contract, tort or otherwise, for or in connection with any Services rendered or to be rendered by any Provider Indemnified Party pursuant to this Agreement, the transactions contemplated by this Agreement or any Provider Indemnified Party’s actions or inactions in connection with any such Services or transactions, to any Recipient, except:
(i) to the extent that any such Recipient suffers a Loss that results from (i) a Provider Indemnified Party’s fraud; (ii) notwithstanding any term of this Agreement, where the Provider owes a duty of care to the Recipient, the Provider Indemnified Party’s material failure to meet the standard required by that duty of care (it being herein assumed and agreed between the parties that such duty of care exists solely for the purposes of this exception); or (iii) the Provider Indemnified Party’s Wilful Default, in each case in connection with any such Services or transactions, actions or inactions related thereto;
(ii) in respect of personal injury or death arising from that Provider Indemnified Party’s negligence;
(iii) fraud or fraudulent misrepresentation by that Provider Indemnified Party; and Law. or otherwise in respect of any acts or omissions directly attributable to the decisions taken by or functional performance of, in the case of Xxxxxx Europe, the Xxxxxx Europe Employees and, in the case of LBHI, the LBHI Employees in either case which are under the direct management control of the other party provided however, that such acts or omissions do not arise as a result of a fault or defect in the infrastructure, facilities or equipment provided by the Provider in breach of its obligations under this Agreement and except to the extent arising from (i) the Provider’s fraud; (ii) notwithstanding any term of this Agreement, a situation where the Provider owes a duty of care to the Recipient and the Provider materially failed to meet the standard required by that duty of care which results in a breach of the Provider’s obligations under this Agreement (it being herein assumed and agreed between the parties that such duty of care exists solely for the purposes of this exception); or (iii) the Provider’s Wilful Default; but not where the Provider would be vicariously liable for any such matter in (i), (ii) or (iii) ...
