Measure of Liability. Neither Xxxxxx Xxx nor any of the directors, officers, employees or agents of Xxxxxx Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Xxxxxx Xxx shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Xxxxxx Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that Xxxxxx Xxx in its discretion so determines to undertake any such legal action, Xxxxxx Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.
Measure of Liability. Neither Xxxxxx Mae nor the Trustee, nor any of their respective directors, officers, employees or agents, shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect Xxxxxx Xxx, the Trustee or any Person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Xxxxxx Xxx nor the Trustee shall have any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that the Trustee in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that Xxxxxx Xxx or the Trustee in its discretion so determines to undertake any legal action in connection with this Trust Agreement, Xxxxxx Mae or the Trustee, as applicable, shall be reimbursed for any liability or expense incurred in connection therewith, including attorneys’ fees.
Measure of Liability. In consideration of full and satisfactory performance of the services and activities hereun- der by SUBRECIPIENT and receipt of required reporting and documentation of expenditures, CITY shall make payments to SUBRECIPIENT based on the Budget in Exhibit B, subject to the limitations and provisions set forth in Exhibit B and in this Section and Section 7 of this Agreement. Payments may be contingent upon certi- fication of the SUBRECIPIENT’s financial management system in accordance with the standards specified in 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
(1) The parties expressly understand and agree that CITY’s obligations under this Section are contingent upon the actual receipt of adequate ARP funds to meet CITY’s liabilities under this Agreement. If adequate funds are not available to make payments under this Agreement, CITY shall notify SUBRECIPIENT in writing within a reasonable time after such fact has been determined. CITY may, at its option, either reduce the amount of its liability or terminate the Agreement. If funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to SUBRECIPIENT under this Agreement.
(2) It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of Xxxxxx.
(3) CITY shall not be liable for any cost or portion thereof which:
(a) has been paid, reimbursed, or is subject to payment or reimbursement, from any other source;
(b) was incurred prior to the beginning date or after the ending date specified in Section 1;
(c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto;
(d) is not an allowable cost as defined by Section 8 of this Agreement or in the Budget set forth in Exhibit B.
(4) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of SUBRECIPIENT requiring prior written authorization from CITY, or after CITY has requested that SUBRECIPIENT furnish data concerning such action prior to proceeding further, unless and until CITY advises SUBRECIPIENT to proceed.
(5) CITY shall not be obligated or liable under this Agreement to any party other than SUBRECIPIENT for payment of any monies or provision of any goods or services.
(6) Funding not expended within the term of this Agreement will revert to the City of Xxxxxx budget for use on al...
Measure of Liability. Neither Fannie Mae nor any of the directors, officers, employees or agents of Fannie Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement or for errors in judgment; provided, however, that this provision shall not protect Fannie Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Fannie Mae shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Fannie Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that Fannie Mae in its discretion so determines to undertake any such legal action, Fannie Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Fannie Mae resulting from any such legal action, shall not be reimbursable to Fannie Mae out of the Trust Fund.
Measure of Liability. In consideration of full and satisfactory performance of the activities referred to in Article V of this Agreement, City shall be liable for actual and reasonable costs incurred by Recipient during the Agreement period for performances rendered under this Agreement by Recipient, subject to the limitations set forth in this Article IV. The Parties agree that City's obligations to meet City's liabilities under Article IV of this Agreement are contingent upon the actual receipt of adequate local and/or federal funds. If adequate funds are not available to make payments under this Agreement, City shall notify Recipient in writing within a reasonable time after such fact is determined. City shall then terminate this Agreement and shall not be liable for failure to make payments to Recipient under this Agreement.
(a) City shall not be liable to Recipient for any costs incurred by Recipient, or any portion thereof, which have been paid to Recipient or which are subject to payment to Recipient, or which have been reimbursed to Recipient, or are subject to reimbursement to Recipient, by any source other than City or Recipient.
(b) City shall not be liable to Recipient for any costs incurred by Recipient which are not eligible project costs, as set forth in 24 CFR 92.206(A) and Article VI of this Agreement. Funds provided under this Agreement shall not be used nor shall City be liable for payment of costs associated directly or indirectly incurred because of prohibited activities as defined in 24 CFR 92.214.
Measure of Liability. In consideration of full and satisfactory performance, County shall be liable to TRLA in an amount not to exceed $25,000.00.
1) County shall not be liable for expenditures made in violation of either federal or civil laws while this contract is in force.
2) County shall not be liable to TRLA for costs incurred or performances rendered by TRLA before commencement of this contract or after termination of this contract.
Measure of Liability. TDEM shall be liable for actual and reasonable costs incurred by the Sub-recipient during the Sub-recipient agreement period for performances rendered under this Sub-recipient agreement by the Sub-recipient, subject to the limitations set forth in this Section. TDEM shall not be liable to the Sub-recipient for any costs incurred by the Sub-recipient that are not allowable costs.
Measure of Liability. Neither Farmer Mac nor XXXXX nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement and any related Issue Supplement, or for errors in judgment; provided, however, that this provision shall not protect Farmer Mac or XXXXX or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Neither Farmer Mac nox XXXXC shall have any obligation to appear in, prosecute or defend any legal action which is not incidental to their respective duties under this Trust Agreement and any related Issue Supplement and which in their opinion may involve either of them in expense or liability; provided, however, that either Farmer Mac or XXXXX in their discretion may undertake any such legal action which they may deem necessary or desirable in the interests of Holders of Certificates. In the event that either Farmer Mac or XXXXX in their discretion so determine to undertake any such legal action, the party taking such action for its own account shall pay and defray the expense of any such action, including attorneys' fees. Such expense resulting from any such legal action shall be reimbursable only to the extent amounts are available for withdrawals from the Certificate Account pursuant to clause fourth of Section 5.03.
Measure of Liability. (a) SUBJECT TO SECTION 10.11(B), BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF REVENUE OR LOST SALES) IN CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING OUT OF THE CONDUCT OF SUCH PARTY PURSUANT TO THIS AGREEMENT REGARDLESS OF WHETHER THE NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.
(b) NOTHING CONTAINED IN THIS AGREEMENT (INCLUDING SECTION 10.11(A)) SHALL PRECLUDE ANY LIABILITY ON THE PART OF SELLER OR PARENT TO COMPENSATE BUYER FOR THE VALUE OF ANY OF THE ACQUIRED COMPANIES OR ANY OF THEIR ASSETS (INCLUDING THE CAPACITY TO GENERATE INCOME AND REVENUE OF THE BUSINESSES OF SUCH ACQUIRED COMPANY OR ASSET) BEING OR BECOMING LESS THAN THE VALUE OF THE ACQUIRED COMPANIES OR ANY OF THEIR ASSETS WOULD HAVE HAD, HAD THERE NOT BEEN ANY BREACH BY SELLER OR PARENT OF THIS AGREEMENT, INCLUDING ANY BREACH OF THE SELLER WARRANTIES OR THE PARENT WARRANTIES.
Measure of Liability. 22 SECTION 6.3. Indemnification of the Trustee. 22 ARTICLE VII XXXXXX MAE 23 SECTION 7.1. Resignation. 23 SECTION 7.2. Merger or Consolidation. 23 SECTION 7.3. Succession Upon Default. 24 SECTION 7.4. Xxxxxx Xxx as Holder. 25 SECTION 7.5. Trustee May Own Certificates. 26 ARTICLE VIII TERMINATION 26 SECTION 8.1. Termination. 26 SECTION 9.1. Permissible Without Action by Certificateholders. 27 SECTION 9.2. Waivers and Supplemental Agreements 27 ARTICLE X MISCELLANEOUS 28 SECTION 10.1. Holders. 28 SECTION 10.2. Governing Law. 29 SECTION 10.3. Demands, Notices, Communications. 29 SECTION 10.4. Severability of Provisions. 29 SECTION 10.5. Depository as Agent. 29 A MORTGAGE LOAN SCHEDULE B FORM OF A CLASS CERTIFICATE C FORM OF PO CLASS CERTIFICATE D FORM OF X CLASS CERTIFICATE E FORM OF MEZZANINE CERTIFICATE F FORM OF SUBORDINATE CERTIFICATE G FORM OF R CLASS CERTIFICATE H FORM OF RL CLASS CERTIFICATE I FORM OF RESIDUAL CLASS TRANSFER AFFIDAVIT J FORM OF TRANSFEREE AGREEMENT A DEFINED TERMS XXXXXXXXX XXXXXX SECURITIES MEZZANINE REMIC PASS-THROUGH CERTIFICATES XXXXXX XXX XXXXX TRUST 0000-X0 XXXXXXXXX XXXXXX SECURITIES SUBORDINATE REMIC PASS-THROUGH CERTIFICATES XXXXXX XXX XXXXX TRUST 1998-W2 TRUST AGREEMENT THIS TRUST AGREEMENT made, executed and published as of the date specified on the cover hereof, at Washington, D.C. by Xxxxxx Xxx, a body corporate organized and existing under the laws of the United States, in its corporate capacity (in such capacity herein called “Xxxxxx Mae”), and in its capacity as trustee (in such capacity herein called the “Trustee”):
