Responsibilities of the Parties; Indemnification; Warranties and Disclaimers Sample Clauses

Responsibilities of the Parties; Indemnification; Warranties and Disclaimers a. The Trust agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator. b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Trust or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, to the extent applicable, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, shareholder inflows/outflows, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Trust or any other third party. c. To the extent applicable, the Trust represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. To the extent applicable, the Trust is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Trust is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Trust that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Trust all of the Data, information and signatures it requires to submit such Form N-CR filing. e. To the extent applicable, the Trust acknowledges that it shall be the Trust’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP and Forms N-CR produced by the Administrator; and (iii) information ...
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Responsibilities of the Parties; Indemnification; Warranties and Disclaimers. 5.1 State Street shall be entitled to rely on and may act upon advice of counsel of the Funds on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. 5.2 The Funds acknowledge that the Services shall be used to assist the Portfolios to comply with their obligations under Rules 2a-7 and Rule 30b1-7. The Funds acknowledge that they and/or their respective Board(s) shall be responsible for designing appropriate stress testing systems for the Portfolios, including, but not limited to, the stress test applied, the assumptions used in each stress test and the data sources for each stress test, and for determining the appropriate intervals at which stress tests should be conducted. The Funds acknowledge that the Portfolios’ investment adviser(s) or subadviser(s) shall have the responsibility of assessing the Portfolios’ ability to withstand the events that are reasonably likely to occur within the following year. The Funds acknowledge that they shall be solely responsible for any decision made or action taken in reliance on the stress testing reports or other data or information included in the Services provided by State Street. 5.3 The Funds represent and warrant to State Street that, if applicable, each Fund has any necessary licenses from each nationally recognized statistical ratings organization whose ratings may be required to be set forth in its Forms N-MFP as contemplated hereby. 5.4 The Funds acknowledge that it shall be their responsibility to retain for the periods prescribed by Rule 2a-7 or other applicable regulations, (i) the stress testing reports produced by State Street; (ii) the Forms N-MFP produced by State Street; and (iii) the portfolio holdings information on their website. 5.5 The Parties acknowledge that State Street is required to rely upon data provided by the Funds or third parties (“Data”) in providing the Services. State Street does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing or the standard of care set out in Sections 5.7 and 5.8, State Street will not be liable for any delays in the transmission of reports, Forms N-MFP, portfolio holdings information or transmission of Data or inaccuracies of, or errors in or omission of, Data in connection with the provision of the Services in each case provided by the Funds or any other third party. Except a...
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Responsibilities of the Parties; Indemnification; Warranties and Disclaimers a. The Fund agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Administrator. b. The Parties acknowledge that the Administrator is required to rely upon data provided by the Fund or third parties (“Data”) in providing the Money Market Services. The Administrator does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, the Administrator will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Fund or any other third party. Except as explicitly set forth in this Schedule B5 and B5(i), the Administrator shall assume no liability to the Fund of any kind or nature whatsoever in relation to this Agreement or the Money Market Services. c. The Fund represents and warrants to the Administrator that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. The Fund is solely responsible for determining and immediately notifying in writing the Administrator of the occurrence of one or more triggering events causing a filing on Form N-CR. The Fund is solely responsible for accurately and timely supplying the Administrator, or causing third parties to accurately and timely supply the Administrator, with all data, information and signatures in respect of each Fund that is required in order for the Administrator to file each Form N-CR, whether or not such information is specifically requested by the Administrator. The Administrator shall be without liability if the Administrator has not received by the submission deadline communicated by the Administrator to the Fund all of the Data, information and signatures it requires to submit such Form N-CR filing. e. The Fund acknowledges that it shall be the Fund’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Administrator; (ii) its Forms N-MFP a...
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Responsibilities of the Parties; Indemnification; Warranties and Disclaimers a. The Fund agrees that it shall be solely responsible for any decision made or action taken in reliance on the compliance testing results, reports, forms or other data or information included in the Money Market Services provided by the Custodian. b. The Parties acknowledge that the Custodian is required to rely upon data provided by the Fund or third parties (“Data”) in providing the Money Market Services. The Custodian does not own the Data, has not developed the Data, does not control the Data, and has not, and will not make any inquiry into the accuracy of any Data. Without limiting the foregoing, the Custodian will not be liable for any delays in the transmission of Forms N-MFP, Forms N-CR, reports, market-based NAVs, daily and weekly liquid assets, affiliate sponsor support flows, portfolio holdings or transmission of Data or inaccuracies of, errors in or omission of, Data in connection with the provision of the Money Market Services in each case provided by the Fund or any other third party. Except as explicitly set forth in this Schedule G and G(i), the Custodian shall assume no liability to the Fund of any kind or nature whatsoever in relation to the Money Market Services. c. The Fund represents and warrants to the Custodian that it has the necessary licenses from each nationally recognized statistical ratings organization whose ratings are set forth in its Forms N-MFP as contemplated hereby. d. The Fund is solely responsible for determining and immediately notifying in writing the Custodian of the occurrence of one or more triggering events causing a filing on Form N-CR. The Fund is solely responsible for accurately and timely supplying the Custodian, or causing third parties to accurately and timely supply the Custodian, with all data, information and signatures in respect of each Fund that is required in order for the Custodian to file each Form N-CR, whether or not such information is specifically requested by the Custodian. The Custodian shall be without liability if the Custodian has not received by the submission deadline communicated by the Custodian to the Fund all of the Data, information and signatures it requires to submit such Form N-CR filing. e. The Fund acknowledges that it shall be the Fund’s responsibility to retain for the periods prescribed by Rule 2a-7 (i) the compliance testing results and reports produced by the Custodian; (ii) its Forms N-MFP and Forms N-CR produced by the Custodian; and (iii) information prepared by the C...
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Related to Responsibilities of the Parties; Indemnification; Warranties and Disclaimers

  • Warranties and Disclaimers (A) THE SERVICE IS PROVIDED ON AN “AS IS” BASIS AND USE OF THE SERVICE IS AT YOUR OWN RISK. TELANIA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. TELANIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. (B) TELANIA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM TELANIA’S DATA CENTER AND THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS TAKEN OR THE FAILURE TO ACT BY THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH YOUR OR AN ENROLLEE’S CONNECTION TO THE INTERNET MAY BE IMPAIRED OR DISRUPTED. ALTHOUGH TELANIA WILL USE COMMERCIALLY REASONABLE EFFORTS AS IT DEEMS APPROPRIATE TO AVOID AND ADDRESS SUCH OCCURRENCES, TELANIA CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, TELANIA DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH OCCURRENCES. (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE TO ASSUME RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

  • Representations Warranties and Disclaimers I represent and warrant that I am legally entitled to grant the rights and promises set forth in this Agreement. IN ALL OTHER RESPECTS THE SPECIFICATION IS PROVIDED "AS IS." The entire risk as to implementing or otherwise using the Specification is assumed by the implementer and user. Except as stated herein, I expressly disclaim any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to the Specification. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. All of my obligations under Section 3 regarding the transfer, successors in interest, or assignment of Granted Claims will be satisfied if I notify the transferee or assignee of any patent that I know contains Granted Claims of the obligations under Section 3. Nothing in this Agreement requires me to undertake a patent search.

  • Indemnification/Warranty and Disclaimer/Limitation of Liability Taxpayer shall defend, indemnify, and hold GO-Biz and the FTB, its agents or assigns, harmless from and against all claims, damages, and liabilities (including reasonable attorneys’ fees) arising from this Agreement due to Taxpayer’s breach of this Agreement, or the result of Taxpayer’s negligence or willful misconduct. EXCEPT AS PROVIDED FOR UNDER SECTION 14, UNDER NO CIRCUMSTANCES WILL THE STATE OF CALIFORNIA, GO-BIZ, ITS AGENTS OR EMPLOYEES, THE COMMITTEE MEMBERS, THE FTB OR ANYONE ELSE INVOLVED IN THIS AGREEMENT BE LIABLE TO TAXPAYER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM THIS AGREEMENT.

  • Warranties and Disclaimer 5.1 To the extent permitted by law, the Product is provided “as is” and without warranty of any kind, either express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose, or the accuracy of the data or visualizations. 5.2 Without limiting the foregoing, NAU does not warrant that: (a) the Product will meet your requirements; (b) the use of the Product will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Product will be accurate or reliable; (d) the quality of the Product will meet your expectations; or that (e) any errors in the Product will be corrected YOU ACKNOWLEDGE AND AGREE THAT THE PRODUCT, INCLUDING ALL CONTENT CONTAINED THEREIN, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE PRODUCT AND ANY THIRD PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. NAU AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE PRODUCT AND THIRD PARTY CONTENT AND SERVICES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS LICENSE, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, NAU AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE PRODUCT OR THIRD PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE PRODUCT OR THIRD PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE PRODUCT WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE PRODUCT OR THIRD PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NAU OR FROM THE PRODUCT SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT NAU AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE PRODUCT. NOTWITHSTANDING AND WITHOUT WAIVING THE FOREGOING, THE TERMS AND CONDITIONS OF THE RELATED AGREEMENTS MAY PROVIDE LIMITED REMEDIES TO YOU.

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