Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. Bank's liability to Customer for any loss or damage arising from or relating to this Agreement or any of the Services or the Software or Customer's use thereof, regardless of the form of action, shall be limited to direct damages attributable to Bank's willful misconduct or gross negligence, however, in no event shall Bank be liable for (i) any punitive, indirect, consequential or special damages or lost profits, even if Bank has been advised of the possibility of such damages, or (ii) the acts or omissions of a third party service or vendor used by Customer, or any loss, cost, damage or expense incurred by any person or entity in connection therewith, (iii) any application errors in or security breaches of any Browser, (iv) the Customer's inability to access QuickTrade(R)/Web via the Internet, (v) any interception of any information relating to the Customer or its transactions as a result of the use of the Internet (except such as results from gross negligence or willful misconduct on the part of Bank), (vi) any data that are lost or destroyed in connection with the use of QuickTrade(R)/Web (except such as results from gross negligence or willful misconduct on the part of Bank), or (vii) the Customer's inability to access the System using QuickTrade(R)/Web, if such inability to access the System is due to a mechanical hard drive failure or other system failure (including, but not limited to, a "lock-up" resulting from the Customer's use of software). Notwithstanding the foregoing, the Bank's only obligation to the Customer in connection with the Software is to use its commercially reasonable efforts to correct problems that arise in the use thereof, and the Bank shall not have any other obligation in connection therewith and shall not suffer or incur any liability in connection therewith. Customer agrees to indemnify and hold Bank harmless from and against any and all claims, losses or damages of any nature whatsoever (including but not limited to reasonable attorneys' fees and court costs) arising directly or indirectly from Customer's breach of any agreement, representation or warranty of Customer in this Agreement; provided, however, that Customer shall not be obligated to indemnify Bank for claims, losses or damages attributable to Bank's gross negligence or willful misconduct or Bank's breach of its representations and warranties to Customer set forth below in Section 8(b). Notwithstanding and without regard to the limitations on Bank's liability set forth in the beginning of this Section 6, Bank agrees to indemnify and hold Customer harmless from and against any and all claims, losses, or damages of any nature whatsoever (including but not limited to reasonable attorneys' fees and court costs) suffered by Customer or asserted by a third party against Customer that arise directly or indirectly from any breach by Bank of the representations, warranties and covenants made by Bank to Customer in Section 8(b) hereof provided, however, that Bank shall not be obligated to indemnify Customer for claims, losses or damages attributable to Customer's gross negligence or willful misconduct or Customer's breach of its agreements, representations and warranties to Bank in this Agreement. In the event either party becomes aware of any actual or potential claim for indemnification by the other hereunder, the party claiming indemnification shall promptly notify the other party of such claim and all facts relating thereto and allow and cooperate with the indemnifying party in connection with the defense, settlement or other resolution of such claim. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Limitation on Liability; Indemnification. Notwithstanding anything In the Agreement to the contrary, the Bank's sole and exclusive liability to Customer for any loss Bank's failure to exercise ordinary care resulting in a delay in executing, improper execution of, or damage arising from failure to execute a Transaction, Payment Acknowledgement or relating Settlement Instructions in an amount equal to this Agreement or any interest losses attributable thereto; provided, however, with respect to the services performed hereunder outside the scope of Article 4A of the Services or Illinois Uniform Commercial Code, the Software or Customer's use thereof, regardless of the form of action, Bank shall only be limited liable to Customer for direct damages attributable to Bank's its own gross negligence or willful misconduct or gross negligencein performing such services; provided, howeverfurther, that in no event shall Bank be liable or responsible for (i) any punitive, indirect, consequential failure or special damages or lost profits, even if Bank has been advised of delay in posting information and providing e-mail notifications and information to the possibility of such damagesCustomer, or (ii) the acts any inaccuracies or omissions of a in information received from third party service parties, including inaccuracies or vendor used omissions in collection letters or documents presented by Customer's vendors, or any loss, cost, damage or expense incurred by any person or entity in connection therewith, (iii) any application errors in or security breaches of any Browser, (iv) the Customer's inability to access QuickTrade(R)/Web via the Internet, (v) any interception of any information relating to the Customer or its transactions as a result of the use of the Internet (except such as results from gross negligence or willful misconduct that is either posted on the part Import Collections Module of QuickTrade/Web, sent via e-mail or otherwise by the Bank), (vi) any data . Customer understands that are lost or destroyed the information available to it in connection with the use of QuickTrade(R)/Web (except such as results from gross negligence or willful misconduct on Import Collections Module is updated periodically and therefore, may not be up to date at the part of Bank), or (vii) the Customer's inability to access the System using QuickTrade(R)/Web, if such inability to access the System is due to a mechanical hard drive failure or other system failure (including, but not limited to, a "lock-up" resulting from the Customer's use of software). Notwithstanding the foregoing, the Bank's only obligation to moment that the Customer takes notice of such information. In no event will Bank be liable for any consequential, special, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Supplement. Bank's liability hereunder for interest losses will be calculated by using a rate equal to the Software is to use its commercially reasonable efforts to correct problems that arise in average Federal Funds rate at the use thereof, and Federal Reserve Bank of Chicago for the Bank shall not have any other obligation in connection therewith and shall not suffer or incur any liability in connection therewithperiod involved. The Customer agrees to indemnify and hold the Bank harmless from and against any and all claims, losses or damages of any nature whatsoever damages, losses, liabilities and expenses (including but not limited to reasonable attorneys' fees and court costs) arising directly or indirectly from (i) the Bank processing Customer's acceptance or refusal of a Transaction, a Payment Acknowledgment and any Settlement Instructions in the Customer's name communicated to the Bank, whether or not Customer's agreement or refusal of a Transaction, a Payment Acknowledgment or any Settlement Instructions that was actually authorized by the Customer, so long as the Bank accepts the agreement to or refusal of a Transaction, Payment Acknowledgment and any Settlement Instructions in good faith and in compliance with the security procedures, (ii) the Bank's processing Transaction, Payment Acknowledgment and Settlement Instructions which were authorized by the Customer or which were effected in accordance with the terms of this Agreement, (iii) the Bank's refusal to accept or process a Transaction, Payment Acknowledgment or Settlement Instructions that were communicated to it other than in compliance with the security procedures or (iv) from the acts or omissions of Customer (including it agents, employees and representatives) or any third party in connection with any Transaction to which any collection letter relates, or from the breach by the Customer of any agreement, representation of its agreements with and/or representations or warranty of Customer in warranties to the Bank under this Agreement; provided, however, that the Customer shall not be obligated to indemnify the Bank for such claims, losses or damages damages, losses, liabilities and expenses to the extent they are attributable to the Bank's gross negligence or willful misconduct or Bank's breach in the performance of its representations and warranties to Customer set forth below in Section 8(b)obligations hereunder. Notwithstanding and without regard to the limitations on Bank's liability set forth in the beginning The provisions of this Section 6, Bank agrees to indemnify and hold Customer harmless from and against any and all claims, losses, or damages will survive termination of any nature whatsoever (including but not limited to reasonable attorneys' fees and court costs) suffered by Customer or asserted by a third party against Customer that arise directly or indirectly from any breach by Bank of the representations, warranties and covenants made by Bank to Customer in Section 8(b) hereof provided, however, that Bank shall not be obligated to indemnify Customer for claims, losses or damages attributable to Customer's gross negligence or willful misconduct or Customer's breach of its agreements, representations and warranties to Bank in this Agreement. In the event either party becomes aware of any actual or potential claim for indemnification by the other hereunder, the party claiming indemnification shall promptly notify the other party of such claim and all facts relating thereto and allow and cooperate with the indemnifying party in connection with the defense, settlement or other resolution of such claim. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Limitation on Liability; Indemnification. (a) The Customer acknowledges that except as expressly prohibited by Applicable Law, the Bank's liability to Customer for any loss or damage arising from or relating to , in performing its duties in accordance with this Agreement or any of the Services or the Software or Customer's use thereof, regardless of the form of actionAgreement, shall be limited to direct damages attributable to Bank's willful misconduct or gross negligence, however, in no event shall Bank only be liable for (i) any punitive, indirect, consequential or special damages or lost profits, even if Bank has been advised of the possibility of such damages, or (ii) the acts or omissions of a third party service or vendor used by Customer, or any loss, cost, damage or expense incurred by any person or entity in connection therewith, (iii) any application errors in or security breaches of any Browser, (iv) the Customer's inability to access QuickTrade(R)/Web via the Internet, (v) any interception of any information relating to the Customer or for its transactions as actual damages and only to the extent that such damages are a direct result of the use of the Internet (except such as results from Bank's gross negligence or willful misconduct on misconduct. The Bank shall not be responsible for delays or failures in the part performance of its obligations hereunder caused by acts of God, war, civil commotion, governmental action, fire, action by third parties, equipment malfunction, power failure or any other events or circumstances beyond its reasonable control (each a "Force Majeure Event"). IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFIT OR ATTORNEYS' FEES) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS ARISE IN CONTRACT OR TORT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITH RESPECT TO PAYMENT ORDERS, THE BANK'S LIABILITY SHALL BE FURTHER LIMITED AS PROVIDED IN ARTICLE IV HEREOF. (b) Except for losses that result from the Bank), (vi) any data that are lost or destroyed in connection with the use of QuickTrade(R)/Web (except such as results from 's gross negligence or willful misconduct on the part of Bank), or (vii) the Customer's inability to access the System using QuickTrade(R)/Web, if such inability to access the System is due to a mechanical hard drive failure or other system failure (including, but not limited to, a "lock-up" resulting from the Customer's use of software). Notwithstanding the foregoingmisconduct, the Bank's only obligation to the Customer in connection with the Software is to use its commercially reasonable efforts to correct problems that arise in the use thereof, and the Bank shall not have any other obligation in connection therewith and shall not suffer or incur any liability in connection therewith. Customer agrees to indemnify and hold the Bank harmless from and against any and all claims, losses the Customer may incur or damages suffer arising from an FX Transaction or from any losses suffered by the Bank arising out of any nature whatsoever action taken or omitted to be taken in reliance upon: (including but i) any instruction or information provided to the Bank whether in accordance with this Agreement or not limited to reasonable attorneys' fees and court costsor (ii) arising directly or indirectly from Customer's breach of any agreement, representation or warranty of Customer information contained in this Agreement; provided, however, a Confirmation (other than any such information that Customer shall not be obligated to indemnify Bank for claims, losses or damages attributable to Bank's gross negligence or willful misconduct or Bank's breach of its representations and warranties to Customer set forth below has been corrected in the manner provided in Section 8(bII(4). Notwithstanding and without regard to the limitations on Bank's liability set forth in the beginning of this Section 6, Bank agrees to indemnify and hold Customer harmless from and against any and all claims, losses, or damages of any nature whatsoever (including but not limited to reasonable attorneys' fees and court costs) suffered by Customer or asserted by a third party against Customer that arise directly or indirectly from any breach by Bank of the representations, warranties and covenants made by Bank to Customer in Section 8(b) hereof provided, however, that Bank shall not be obligated to indemnify Customer for claims, losses or damages attributable to Customer's gross negligence or willful misconduct or Customer's breach of its agreements, representations and warranties to Bank in this Agreement. In the event either party becomes aware of any actual or potential claim for indemnification by the other hereunder, the party claiming indemnification shall promptly notify the other party of such claim and all facts relating thereto and allow and cooperate with the indemnifying party in connection with the defense, settlement or other resolution of such claim. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES).