Limits of Responsibility. Although all entities that provide services to your account strive to ensure the quality and reliability of those services, neither we nor NFS can be responsible for the availability, accuracy, timeliness, completeness, or security of any service related to your account. You therefore agree that we and NFS are not responsible for any losses (meaning claims, damages, actions, demands, investment losses, or other losses, as well as any costs, charges, attorneys’ fees, or other fees and expenses) that you incur as a result of conditions beyond our control or any agreement between the parties. This includes, for example: • any action that is done in accordance with the procedures described in this agreement or an applicable mutual fund or securities prospectus or Bank Deposit Sweep Program disclosure document or other investment description • the acceptance and processing of any order placed on your account, whether received electronically or through other means, as long as the order reasonably appears to be authentic • investment decisions or instructions placed in your account, or other such actions attributable to you or any authorized person • occurrences related to governments or markets, such as restrictions, suspensions of trading, bank closures or bank regulatory, legal or other limitations or restrictions, or high market volatility or trading volumes • uncontrollable circumstances in the world at large, such as wars, earthquakes, power outages, or unusual weather conditions • occurrences related to computers and communications, such as a network or systems failure, a message interception, or an instance of unauthorized access or breach of security • the storage and use of information about you and your account(s) by our systems and transmission of this information between you and us; these activities occur entirely at your risk • telephone requests for money transfers, so long as we transmit the proceeds to you or the bank account number identified • any checks or other debits to your account that are not honored because the account has insufficient funds If any service failure is determined to be our responsibility, we will be liable only for whatever benefit you would have realized up to the time by which you should have notified us, as specified earlier in “Monitoring Your Account.”
Limits of Responsibility. Notwithstanding anything to the contrary in this Agreement, Operator’s aggregate liability (if any), whether based in contract, warranty, tort, strict liability or otherwise, for all Losses incurred by the Partnership Group arising out of, connected with or resulting from this Agreement or from the performance or breach thereof, or from any Services provided by Operator hereunder, during each calendar year during the Term, shall in no event exceed the lesser of (a) $6,000,000 (the “Operator Liability Limit”) and (b) the Personnel Costs incurred by Operator and reimbursed by the Partnership for such calendar year. As of January 1 of each calendar year (commencing with January 1, 2016), the Operator Liability Limit will be increased by an amount equal to the sum of (i) the then applicable Operator Liability Limit plus (ii) the product of the Annual Escalation Factor multiplied by the then applicable Operator Liability Limit.
Limits of Responsibility. A. In this Agreement, the Parties acknowledge that the Contractor guarantees the declared level of service only in the technological boundaries of the responsibility of the Contractor's network.
Limits of Responsibility. The Project Manager will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s responsibility. The Project Manager will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents.
Limits of Responsibility. (i) The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Indenture applicable to it, subject to the standard of conduct described in the next succeeding sentence, and shall not be responsible for (1) any action of the Issuer or the Collateral Trustee in following or declining to follow any advice, recommendation or direction of the Collateral Manager or (2) any action taken or omitted to be taken by the Collateral Manager at the express direction of the Issuer, the Collateral Trustee or any other Person entitled under the Indenture to give direction to the Collateral Manager. The Collateral Manager Parties shall not be liable to the Issuer, the Administrator, the Collateral Trustee, the Loan Agent, the Collateral Administrator, any Secured Party or the Holders of the Debt or any other Persons for (1) any Losses incurred, or for any decrease in the value of the Assets, as a result of the actions taken or recommended, or for any omissions (including any failure to act if such action would be prohibited by the Indenture or this Agreement), by the Collateral Manager or its Affiliates or their respective Personnel under this Agreement or the Indenture, except resulting from a Collateral Manager Breach or (2) any Losses due to any mistake, negligence, misconduct or bad faith of any broker or other agent of the Issuer selected by the Collateral Manager with reasonable care.
(ii) In no event shall the Collateral Manager be liable for any consequential, punitive, exculpatory or treble damages or lost profits.
(iii) The Collateral Manager shall be fully protected in relying in good faith upon the books and records of the Issuer and upon such information, opinions, reports or statements presented to the Issuer by any of its officers or agents (including legal counsel, accountants, auditors, appraisers, investment bankers and other independent experts) as to matters the Collateral Manager reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Issuer, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Issuer or any other facts pertinent to the existence and amount of assets from which distributions to Holders might properly be made.
(iv) The Collateral Manager shall be fully protected in rel...
Limits of Responsibility. Black Hills shall not be responsible for an omission or failure by Black Hills to act or perform any duty requested by a function accessed via QPTM if such omission or failure to act is caused by or related to data lost in the communication of such data from Subscriber’s to Black Hills’ computer system, power failures, failure to backup systems, or any other event beyond the reasonable control of Black Hills.
Limits of Responsibility. Consultant’s advice to Client pursuant to this Agreement is limited to recommendations and Client shall retain absolute discretion over and responsibility for the implementation of Consultant’s recommendations. Nothing herein shall require Client to engage any investment managers recommended by Consultant or to follow any recommendation provided by Consultant. Consultant makes its recommendations based upon information obtained and analyzed by a wide variety of public and private sources, including, in the case of investment managers, periodic questionnaires and interviews. Although the information collected by Consultant is believed to be reliable and is compiled in accordance with accepted industry standards, Consultant cannot guarantee the accuracy or validity of such information. Consultant shall not be liable in the absence of negligence, willful misconduct, bad faith, or a violation or reckless disregard of its obligations and duties under this Agreement, for any losses or expenses incurred by Client as a result of fraudulent actions made by Client’s Representatives. Client understands that the prior performance of an investment manager is not necessarily indicative of such investment manager’s future results. If Client has requested Consultant to assist it in the selection of an investment manager, Consultant will recommend investment managers (or mutual funds) which appear to be suitable for Client, based upon Client’s stated investment objectives, risk/return expectations and financial needs. Consultant does not assume any responsibility, nor shall it be liable for the conduct or the investment performance, either historical or prospective, of any investment manager recommended by Consultant and selected by Client in the absence of negligence, willful misconduct, bad faith, or a violation or reckless disregard of its obligations and duties under this Agreement. Consultant shall have no authority to enter into any agreement with any investment manager or any other third party, or to otherwise take any action on behalf of, or otherwise bind Client. Consultant will not manage Client’s Assets or exercise any investment discretion or perform any discretionary trading with respect to the Assets. Consultant shall have no responsibility for voting any proxies solicited by or with respect to issuers of securities in which the assets of Client may be invested from time to time. Consultant cannot be and is not responsible for diversifying any of the Client i...
Limits of Responsibility. (a) Except as otherwise expressly set forth herein, the Management Company assumes no responsibility under this Agreement other than to provide the Services called for under this Agreement in accordance with the terms of this Agreement and shall not be responsible for any action of the Owner in following or declining to follow any advice or recommendations of the Management Company.
(b) Except as otherwise expressly set forth herein, there are no representations or warranties made by the Management Company, express or implied, at law or in equity, with respect to the subject matter hereof.
(c) Notwithstanding any other provision of this Agreement to the contrary, in no event shall (i) the Owner be liable to the Management Company or (ii) the Management Company be liable to the Owner, for loss of profits or consequential, incidental, punitive, exemplary, treble, special or indirect damages of any kind arising out of or related to this Agreement, in each case whether arising in contract, warranty, tort, strict liability, by operation of law or otherwise, except for any such damages recovered by any Third Party against any Party in respect of which such Party would otherwise be entitled to indemnification pursuant to the this Article V.
(d) Notwithstanding anything to the contrary in this Agreement, the Management Company’s aggregate liability to the Owner on all claims of any kind, whether based on contract, warranty, tort, strict liability, by operation of law or otherwise, for all losses or damages to the Owner arising out of, connected with, or resulting from this Agreement shall in no event exceed $7,500,000.
Limits of Responsibility. (a) Except as otherwise set forth herein, MWE Hydrocarbon assumes no responsibility under this Agreement other than to provide the Services called for under this Agreement in accordance with the terms of this Agreement and shall not be responsible for any action of the Company or the Company Board in following or declining to follow any advice or recommendations of MWE Hydrocarbon. The MWE Entities and their respective stockholders, members, partners, directors, managers, officers and employees (collectively, the “MWE Released Parties”) will not be liable to the Company Entities or their respective stockholders, members, partners, directors, managers, officers or employees (collectively, the “Company Released Parties”) for any acts or omissions by MWE Hydrocarbon performed or omitted in a manner reasonably believed to be within the scope of authority conferred on MWE Hydrocarbon pursuant to or in accordance with this Agreement, except for Losses for which MWE Hydrocarbon is obligated to indemnify the Company Released Parties pursuant to Section 6.3.
(b) Except as otherwise set forth herein, there are no representations or warranties made by MWE Hydrocarbon or MWE Liberty, express or implied, at law or in equity, with respect to the subject matter hereof.
(c) In no event shall either Party be liable to the other Party for special, indirect, incidental, consequential or punitive damages arising out of or related to this Agreement; provided, however, that this waiver shall not apply to the extent such special, indirect, incidental, consequential or punitive damages are awarded in a proceeding brought or asserted by a third party against either Party.
Limits of Responsibility. The responsibility of SMAPPEN could not be committed for in particular: ▪ The temporary malfunctioning, whatever the cause, of the solution making it totally or partially inoperative, ▪ The non-observance or the bad execution by the Licensee of any of the contractual provisions, ▪ The difficulties or time of access to the Platform due to the total or partial non-fulfilment of an obligation, a failure and/or saturation at certain periods of the SMAPPEN servers, telecommunication network operators and/or Internet access providers, ▪ The content of the Licensed Data, ▪ Errors in handling and/or interpretation, ▪ Virus contamination of the Licensee Data and/or the Licensee's and/or Users' software, the protection of which is the responsibility of the latter, ▪ Possible misappropriation of identifiers and, more generally, of any information of a sensitive nature for the Licensee and/or its Users, ▪ The adequacy of the Service to the specific needs of the Licensee and/or its Users, ▪ The use of the results produced by the SaaS Service from the Licensee's Data, ▪ The possible loss and/or destruction of Licensee Data and/or information, despite the reasonable security measures put in place by SMAPPEN. SMAPPEN may only be held liable for immediate, direct, and foreseeable damage caused by a partial or total failure to perform the Agreement on the part of SMAPPEN as proven by the Licensee. Compensation for indirect damages is excluded. Consequently, SMAPPEN shall in no way be liable for any indirect or unforeseeable loss or damage suffered by the Licensee or third parties, including in particular any lost profit, loss, inaccuracy or corruption of files or data, commercial loss, loss of turnover or profit, loss of clientele, loss of opportunity, cost of obtaining a substitute product, service or technology, in relation to or arising from the non-performance or faulty performance of the services in part or in full.
