Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner or the limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.
Standard of Liability. The General Partner and its Affiliates shall not be liable to the Partnership, the Limited Partners, or its or their successors or assigns, for any act, omission, conduct or activity undertaken by or on behalf of the Partnership which the General Partner determines, in good faith, to be in the best interests of the Partnership, unless such act, omission, conduct, or activity constituted misconduct or negligence.
Standard of Liability. Morgan Stanley and its affiliates (as defined below) shall not be lxxxxx tx Xxxxxmer, the general partner or the limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which Morgan Stanley determines, in good faith, to be in the best interesx xx xhx Xxxxxmer, unless such act, omission, conduct, or activity by Morgan Stanley or its affiliates constituted misconduct or negligenxx. Xxtxxxx xxmiting the foregoing, Morgan Stanley shall have no responsibility or liability to Customex xxxxuxxxx (x) in connection with the performance or non-performance by any contract market, clearing house, clearing firm or other third party (including floor brokers not selected by Morgan Stanley and banks) to Morgan Stanley of its obligations in rxxxxxx xx xxx Contract or othxx xxxpxxxx xx Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of Morgan Stanley whether or not made or given at the request of Custoxxx; (ixx) xx a result of Morgan Stanley's reliance on any instructions, notices and communicxxxxxx xxxx xx xelieves to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of Morgan Stanley's obligations hereunder directly or indirectly causex xx xxx xxxxxxxnce of any contingency beyond the control of Morgan Stanley including, but not limited to, the unscheduled closuxx xx ax xxxxxnge or contract market or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems (including, without limitation, GLOBEX, ACCESS, or other electronic trading systems, facilities or services), it being understood that Morgan Stanley shall be excused from performance of its obligations xxxxxnxxx xxx such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by Morgan Stanley or its floor brokers to comply with Applicable Law; xx (xx) xxx xxy acts or omissions of those neither employed nor supervised by Morgan Stanley. In no event will Morgan Stanley be liable to Customxx xxx xxxxxxxential, incidexxxx xx xxxcxxx xxxages hereunder.
Standard of Liability. Neither the General Partner, nor its principals, shareholders, officers, directors, employees, representatives, agents or affiliates (as defined in Section 13(c)) shall be liable, responsible or accountable in damages or otherwise to the Partnership or any of the Limited Partners, their respective successors, assignees or transferees or to their third parties for any act or omission performed or omitted by them on behalf of the Partnership and in a manner reasonably believed by them to be within the scope of the authority granted to them by this Agreement except when such action or failure to act constitutes gross negligence, willful misconduct, bad faith or reckless disregard. Moreover, neither the General Partner, nor its officers, directors, employees, shareholders, principals or affiliates, shall have any liability to the Partnership for any losses suffered by it due to the action or inaction of any agent retained by the Partnership, whether through negligence, dishonesty or otherwise, provided that the agent was selected with reasonable care. The General Partner may consult with counsel and accountants in respect of the Partnership’s affairs and be fully protected and justified in any action or inaction which is taken in good faith and in accordance with the information, reports, statements, advice or opinion provided by such persons, provided that they were selected with reasonable care and the matter consulted is reasonably believed by the General Partner to be within such persons’ professional or expert competence. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 13 shall not be construed so as to relieve (or attempt to relieve) the General Partner of any liability to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 13 to the fullest extent permitted by law.
Standard of Liability. Neither the Trading Advisor nor any of its Principals and Affiliates shall be liable to the Partnership, the General Partner or any of their respective successors or assigns under this Agreement except by reason of (i) acts or omissions to act which constitute bad faith, negligence or misconduct or (ii) a breach of any of the representations, warranties, covenants or agreements of the Trading Advisor set forth in this Agreement.
Standard of Liability. 1. Except as otherwise provided in this Agreement, the Parties shall be bound by a general duty of reasonable care in relation to each other in performing their obligations under this Agreement.
2. Each Party shall be obliged to perform only the duties and obligations specifically attribut- ed to it in this Agreement and shall be liable only in respect of those duties and obligations as provided for in this Agreement.
3. Each Party shall take all reasonable and practical actions and measures to mitigate any loss, damage or adverse consequence that it may cause to the other Party or that it may suf- fer by reason of the acts or omissions of the other Party.
Standard of Liability. The Servicer shall not be liable to WEST or any Subsidiary for any Losses arising (i) as a result of an Engine being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to WEST or any Subsidiary for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent or Back-Up Administrative Agent, as the case may be), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Engine Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).
Standard of Liability. Indemnifications.
Standard of Liability. The Servicer shall not be liable to any Person within the Serviced Group for any Losses arising (i) as a result of an Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of an arm’s-length commercial decision of the Servicer, or (ii) in respect of the Servicer’s obligation to apply the Servicer Conflicts Standard in respect of its performance of the Services, except, in either case, in the case of willful misconduct, negligence or fraud on the part of the Servicer. The Servicer shall not be liable to any Person within the Serviced Group for any Loss arising as a result of the performance of any of the Servicer’s obligations as Servicer or as a result of any action which the Servicer is requested to take or refrain from taking by WEST (or the Administrative Agent), unless (A) such Loss has arisen as a result of the willful misconduct, negligence or fraud of the Servicer, (B) such Loss has directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement or (C) such Loss is a Loss for which the Servicer has indemnified WEST and its Affiliates and arises as a result of any material misstatements or omissions in any public filing or offering memorandum relating to information on the Assets, the Servicer and the Services provided by the Servicer for disclosure in such public filing or offering memorandum, provided that the Servicer may reasonably rely on information from third parties without [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. incurring liability (the liability standards set forth in this Section 3.03, the “Standard of Liability”).
Standard of Liability. Xxxxxx Xxxxxxx and its affiliates (as defined below) shall not be liable to Customer, the general partner or the limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which Xxxxxx Xxxxxxx determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by Xxxxxx Xxxxxxx or its affiliates constituted misconduct or negligence. Without limiting the foregoing, Xxxxxx Xxxxxxx shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any contract market, clearing house, clearing firm or other third party (including floor brokers not selected by Xxxxxx Xxxxxxx and banks) to Xxxxxx Xxxxxxx of its obligations in respect of any Contract or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of Xxxxxx Xxxxxxx whether or not made or given at the request of Customer; (iii) as a result of Xxxxxx Xxxxxxx'x reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non- performance of any of Xxxxxx Xxxxxxx'x obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of Xxxxxx Xxxxxxx including, but not limited to, the unscheduled closure of an exchange or contract market or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems (including, without limitation, GLOBEX, ACCESS, or other electronic trading systems, facilities or services), it being understood that Xxxxxx Xxxxxxx shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by Xxxxxx Xxxxxxx or its floor brokers to comply with Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by Xxxxxx Xxxxxxx. In no event xxxx Xxxxxx Xxxxxxx be liable to Customer for consequential, incidental or special damages hereunder.
