Common use of Standard of Liability Clause in Contracts

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. Morgan Stanley and its affiliates (as defined below) shall not be lxxxxx tx Xxxxxmerlixxxx xo Xxxxxxer, 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 interest xx xhx Xxxxxmerxxe Xxxxxxer, unless such act, omission, conduct, or activity by Morgan Stanley or its affiliates constituted misconduct or negligenxxnegligencx. Xxtxxxx xxmiting Xxxhxxx xxxiting the foregoing, Morgan Stanley shall have no responsibility or liability to Customex xxxxuxxxx Customer xxxxxnxxx (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 rexxxxx ox xxx Contract Xontract or othxx xxxpxxxx othex xxxxexxx 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 CustoxxxCustomxx; (ixxxix) xx a x result of Morgan Stanley's reliance on any instructions, notices and communicxxxxxx communicaxxxxx xxxx xx xelieves xxlieves 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 caused xx xxx xxxxxxxnce xxxxxxxxce of any contingency beyond the control of Morgan Stanley including, but not limited to, the unscheduled closuxx closurx xx ax xxxxxnge xn xxxxxxge 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 xxxxxxdxx 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 ox (xx) xxx xxy xxx acts or omissions of those neither employed nor supervised by Morgan Stanley. In no event will Morgan Stanley be liable to Customxx Customex xxx xxxxxxxentialcxxxxxxxntial, incidexxxx incidenxxx xx xxxcxxx xxxages xxxxixx xxxxges hereunder.

Standard of Liability. Morgan Stanley and its affiliates (as defined below) shall not be lxxxxx tx Xxxxxmerxxxxxe xx Xxxtomer, 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 interxxx xx xhx Xxxxxmerxxx Xxxtomer, unless such act, omission, conduct, or activity by Morgan Stanley or its affiliates constituted misconduct or negligenxxnegligxxxx. Xxtxxxx xxmiting Wxxxxxx limiting the foregoing, Morgan Stanley shall have no responsibility or liability to Customex xxxxuxxxx Custoxxx xxrxxxxxx (xi) 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 xxxxxcx xx xxx xxy Contract or othxx xxxpxxxx xx oxxxx xrxxxxxx of 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 CustoxxxCusxxxxx; (ixxxxx) xx xs a result of Morgan Stanley's reliance on any instructions, notices and communicxxxxxx communxxxxxxxx xxxx xx xelieves 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 Morgan Stanley's obligations hereunder directly or indirectly causex cauxxx xx xxx xxxxxxxnce xxxxxrence of any contingency beyond the control of Morgan Stanley including, but not limited to, the unscheduled closuxx cloxxxx xf xx ax xxxxxnge xxxhange 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 obligatioxx xxxexxxxx xor 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 (xxvx) xxx xxy any acts or omissions of those neither employed nor supervised by Morgan Stanley. In no event will Morgan Stanley be liable to Customxx xxx xxxxxxxentialCustxxxx xox xxxxxquential, incidexxxx incixxxxxx xx xxxcxxx xxxages xpxxxxx xamages hereunder.

Standard of Liability. Morgan Stanley Xxxxxx Xxxxxxx and its affiliates (as defined below) stockholders, directors, officers, employees, and its or their respective successors or assigns shall not be lxxxxx tx Xxxxxmerliable to the Customer, the general partner or the limited its partners, or any of its or their respective successors or assigns, for any act, omission, conductexcept by reason of acts, or activity undertaken by omissions due to, bad faith, misconduct, or on behalf negligence, or for not having acted in good faith in the reasonable belief that such acts or omissions were in, or not opposed to, the best interests of the Customer pursuant to Customer, or by reason of any material breach of 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 negligenxxXxxxxx Xxxxxxx. Xxtxxxx xxmiting Without limiting the foregoing, Morgan Stanley Xxxxxx Xxxxxxx shall have no responsibility or liability to Customex xxxxuxxxx Customer hereunder (xi) 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 Xxxxxx Xxxxxxx and banks) to Morgan Stanley Xxxxxx Xxxxxxx of its obligations in rxxxxxx xx xxx respect of any Contract or othxx xxxpxxxx xx other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of Morgan Stanley Xxxxxx Xxxxxxx whether or not made or given at the request of CustoxxxCustomer; (ixxiii) xx as a result of Morgan Stanley's Xxxxxx Xxxxxxx'x reliance on any instructions, notices and communicxxxxxx xxxx xx xelieves 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-non- performance of any of Morgan Stanley's Xxxxxx Xxxxxxx'x obligations hereunder directly or indirectly causex xx xxx xxxxxxxnce caused by the occurrence of any contingency beyond the control of Morgan Stanley Xxxxxx Xxxxxxx including, but not limited to, the unscheduled closuxx xx ax xxxxxnge 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 Morgan Stanley Xxxxxx Xxxxxxx shall be excused from performance of its obligations xxxxxnxxx xxx 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 Morgan Stanley Xxxxxx Xxxxxxx or its floor brokers to comply with Applicable Law; xx or (xxvi) xxx xxy for any acts or omissions of those neither employed nor supervised by Morgan StanleyXxxxxx Xxxxxxx. In no event will Morgan Stanley xxxx Xxxxxx Xxxxxxx be liable to Customxx xxx xxxxxxxentialCustomer for consequential, incidexxxx xx xxxcxxx xxxages incidental or special damages hereunder.

Standard of Liability. Morgan Stanley and its affiliates (as defined below) shall not be lxxxxx tx Xxxxxmerlixxxx xo Xxxxxxer, the general partner or the limited partnerspartners of the Customer ("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 interest xx xhx Xxxxxmerxxe Customer, unless such act, omission, conduct, or activity by Morgan Stanley or its affiliates constituted misconduct or negligenxxnegligencx. Xxtxxxx xxmiting Xxxhxxx xxxiting the foregoing, Morgan Stanley shall have no responsibility or liability to Customex xxxxuxxxx Customer xxxxxnxxx (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 rexxxxx ox xxx Contract Xontract or othxx xxxpxxxx othex xxxxexxx 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 CustoxxxCustomxx; (ixxxix) xx a x result of Morgan Stanley's reliance on any instructions, notices and communicxxxxxx communicaxxxxx xxxx xx xelieves xxlieves 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 caused xx xxx xxxxxxxnce xxxxxxxxce of any contingency beyond the control of Morgan Stanley including, but not limited to, the unscheduled closuxx closurx xx ax xxxxxnge xn xxxxxxge 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 xxxxxxdxx 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 ox (xx) xxx xxy xxx acts or omissions of those neither employed nor supervised by Morgan Stanley. In no event will Morgan Stanley be liable to Customxx Customex xxx xxxxxxxentialcxxxxxxxntial, incidexxxx incidenxxx xx xxxcxxx xxxages xxxxixx xxxxges hereunder.

Standard of Liability. Morgan Stanley and its affiliates (as defined below) shall not be lxxxxx tx Xxxxxmerxxxxxx xx Xxxxomer, the general partner or the limited partnerspartners of the Customer ("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 interexx xx xhx Xxxxxmertxx Xxxxomer, unless such act, omission, conduct, or activity by Morgan Stanley or its affiliates constituted misconduct or negligenxxnegligexxx. Xxtxxxx xxmiting Xixxxxx ximiting the foregoing, Morgan Stanley shall have no responsibility or liability to Customex xxxxuxxxx Customxx xxxexxxxx (xi) 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 xxxixxxxxxx in rxxxxxx xx xxx respect of any Contract or othxx xxxpxxxx xx other property of 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 CustoxxxCustxxxx; (ixxxxx) xx a result of Morgan Stanley's reliance on any instructions, notices and communicxxxxxx communixxxxxxx xxxx xx xelieves 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 Morgan Stanley's obligations hereunder directly or indirectly causex causxx xx xxx xxxxxxxnce xxxxxxence of any contingency beyond the control of Morgan Stanley including, but not limited to, the unscheduled closuxx closxxx xx ax xxxxxnge xx xxxxange 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 obligationx xxxxuxxxx xxr 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 (xxxi) xxx xxy xny acts or omissions of those neither employed nor supervised by Morgan Stanley. In no event will Morgan Stanley be liable to Customxx xxx xxxxxxxentialCustoxxx xxr xxxxxxuential, incidexxxx incidxxxxx xx xxxcxxx xxxages xxexxxx xxmages hereunder.