Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
Limitation of Duties and Liability. The relationship of CVR to the Services Recipients pursuant to this Agreement is as an independent contractor and nothing in this Agreement shall be construed to impose on CVR, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, an express or implied fiduciary duty. CVR and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Services Recipients shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for, (a) any error of judgment or mistake of law or for any liability or loss suffered by the Services Recipients in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence, willful misconduct, bad faith or reckless disregard in the performance of the Services, or (b) any fraudulent or dishonest acts with respect to the Services Recipients. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall CVR or its Affiliates, their respective successors and permitted assigns, or their respective employees, officers, members, managers, directors, agents and representatives, be liable for loss of profits or revenue or special, incidental, exemplary, punitive or consequential damages.
Limitation of Duties and Liability. The relationship of Hi-Crush Services to the Services Recipients pursuant to this Agreement is as an independent contractor and nothing in this Agreement shall be construed to impose on Hi-Crush Services, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, an express or implied fiduciary duty. Hi-Crush Services and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Services Recipients shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for, any error of judgment or mistake of law or for any liability or loss suffered by the Services Recipients in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence in the performance of the Services. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall Hi-Crush Services or its Affiliates, their respective successors and permitted assigns, or their respective employees, officers, members, managers, directors, agents and representatives, be liable for loss of profits or revenue or special, incidental, exemplary, punitive or consequential damages.
Limitation of Duties and Liability. 17 9.3 Losses. 18 9.4 Gains. 18 9.5 Force Majeure. 18 9.6 Fees. 18 9.7 Indemnification. 18 SECTION 10 – AMENDMENT; TERMINATION; ASSIGNMENT 18 10.1 Amendment. 18 10.2 Termination. 19 10.3 Successors and Assigns. 19 SECTION 11 – ADDITIONAL PROVISIONS 19 11.1 Non-Custody Assets. 19 11.2 Appropriate Action. 19 11.3 Governing Law. 20 11.4 Representations. 20
Limitation of Duties and Liability. 16 9.3 Losses ......................................................... 17 9.4 Gains .......................................................... 17 9.5
Limitation of Duties and Liability of Managing Member 13 7.02 Liability of Members 13 7.03 Right to Indemnification 13 7.04 Nature of Obligation 15 ARTICLE VIII TAXES 8.01 Tax Elections 15 8.02 Tax Returns 15 ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 9.01 Maintenance of Books 16 9.02 Accounts 16 9.03 Confidentiality 16 ARTICLE X RELATED AGREEMENTS; INDEMNIFICATION
Limitation of Duties and Liability. With respect to Custodian’s obligations under this Agreement, Custodian shall be liable to the Fund (or any person or entity claiming through or for the Fund) for loss, cost, expense and damages caused by a breach of any such obligation, the recovery of which is not excluded by another provision of this Agreement, only to the extent the breach constitutes intentional misconduct, reckless disregard or negligence of Custodian (“Liable Conduct”). Absent Liable conduct, the Custodian’s liability hereunder is further limited as follows:
Limitation of Duties and Liability. The duties and responsibilities of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein. No implied duties or obligations shall be read into this Agreement against the Custodian and it shall not be obliged to perform any services or take any action not provided for in this Agreement unless specifically agreed in writing. In no case will the Custodian be required or obliged to do anything which would be from time to time illegal or contrary to any rules or regulations and/or policies (including internal policies relating to Know Your Customer ("KYC") and the prevention of money laundering and the financing of terrorism) applicable to it. Notwithstanding anything contained elsewhere in this Agreement, the Custodian's liability hereunder is limited as follows:
Limitation of Duties and Liability. The relationship of Azure to the Partnership Entities pursuant to this Article II is as an independent contractor and nothing in this Agreement shall be construed to impose on Azure, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, any express or implied fiduciary duty. Azure and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Partnership Entities shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for (a) any error of judgment or mistake of law by such Persons or for any loss suffered by such Persons in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence, willful misconduct, bad faith or reckless disregard in the performance by such Persons of the Services, or
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian's liability hereunder is limited as follows: The duties and responsibilities of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein. No implied duties or obligations shall be read into this Agreement against the Custodian and it shall not be obliged to perform any services or take any action not provided for in this Agreement unless specifically agreed in writing. In no case will the Custodian be required or obliged to do anything which would be from time to time be illegal or contrary to any rules or regulations and/or policies (including internal policies relating to Know Your Customer (“KYC”) and the prevention of money laundering and the financing of terrorism) applicable to it.
