Limits on Liability; Indemnity Sample Clauses

Limits on Liability; Indemnity. Our liability to you for any loss or damage arising from or related to this agreement or any payment order will be limited to (i) direct damages incurred by you attributable to our bad faith or willful misconduct and (ii) interest losses you incur as a result of our failure to exercise ordinary care resulting in our failure to execute, delay in executing or damages including indirect, consequential or special damages. We will not be liable for any failure to carry out, or delay in carrying out, any of our obligations under the agreement if that failure or delay results from any cause beyond our reasonable control. We will have no liability for any act or failure to act by any other financial institution or third party, including funds transfer systems, or for any inaccuracy or omission in a notice of communication received from another financial institution or third party. You agree to indemnify and hold us harmless from and against any and all claims, loss, liability or expenses, including reasonable attorneys' fees and court costs, resulting directly or indirectly from (i) our compliance with or carrying out any instructions or request (including any payment order) which identifies you as originator, whether or not authorized, if such instruction or request is accepted by us in good faith and in accordance with the Security Procedures and (ii) our refraining from executing a payment order after reasonable efforts to verify it have failed, or in delaying execution until verification is obtained; however, you will not be required to indemnify us against damages attributable to our own gross negligence or willful misconduct. The provisions of this paragraph will survive termination of the agreement. Notices. Notices from us will be sent to your address as it appears on our records at that time and will be effective when received or 5 days after being mailed by U.S. mail, whichever is earlier. Notices to us should be sent to your trust account officer at LaSalle Bank N.A., 000 X. XxXxxxx Street, Chicago, Illinois 60603, and will be effective when we have actually received and had a reasonable time to act upon them. You agree that we may rely on any notices or instructions sent to us by telecopy/facsimile as though they are originals. Agreed to as of April 30, 2008 _____________________________________________________________ By: /s/ Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxxxx X. Xxxxxx., Jr Title: President, CEO By: Name: Title: Exhibit K-2 Trust Web Site Services ...
Sample 1
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Limits on Liability; Indemnity. Bank’s liability to Client for any loss or damage arising from or related to the Wire Transfers or any payment order under this Agreement will be limited to (i) direct damages incurred by Client attributable to Bank’s bad faith or willful misconduct and (ii) interest losses incurred by Client as a result of Bank’s failure to exercise ordinary care resulting in Bank’s failure to execute, delay in executing, or improper execution of a payment order; Bank will not be liable for any other damages including indirect, consequential, or special damages. Bank will not be liable for any failure to carry out, or delay in carrying out, any of its obligations with respect to wire transfers under this Agreement if that failure or delay results from any cause beyond Bank’s reasonable control. Bank will have no liability for any act or failure to act by any other financial institution or third party, including funds transfer systems, or for any inaccuracy or omission in a notice of communication received from another financial institution or third party. Client agrees to indemnify and hold Bank harmless from and against any and all claims, loss, liability, or expenses, including reasonable attorneys’ fees and court costs, resulting directly or indirectly from (i) Bank’s compliance with or carrying out any instructions or request (including any payment order) which identifies Client as originator, whether or not authorized, if such instruction or request is accepted by Bank in good faith and in accordance with the Security Procedures and (ii) Bank’s refraining from executing a payment order after reasonable efforts to verify it have failed, or in delaying execution until verification is obtained; however, Client is not required to indemnify Bank against damages attributable to Bank’s own negligence or willful misconduct. The provisions of this paragraph are in addition to and supplement the provisions of Section 13 hereof and will survive termination of this Agreement.
Sample 1

Related to Limits on Liability; Indemnity

  • Limits on Liability EXCEPT FOR THE INDEMNIFICATION PROVISIONS HEREIN THIS AGREEMENT, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EXCEPT FOR ANY WILLFUL UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION OR LICENSEE’S WILLFUL BREACH. EXCEPT FOR THE INDEMNIFICATION PROVISIONS HEREIN, LICENSOR’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF LIABILITY (INCLUDING BREACH OF CONTRACT OR INDEMNITY) IS LIMITED TO THE AGGREGATE OF FEES PAID BY LICENSEE TO LICENSOR. UNDER NO CIRCUMSTANCES WILL LICENSOR (OR ITS AGENTS) HAVE LIABILITY RELATING TO PRODUCT USED OR DISTRIBUTED BY LICENSOR OR BY THIRD PARTIES.

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

  • Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement:

  • Certain Limits on Indemnification Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not be entitled to:

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

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