Limitations of Our Liability and Obligations to You Sample Clauses

Limitations of Our Liability and Obligations to You. To the fullest extent permitted by law and by our other Account Documentation with you, we will not be liable for or obligated to honor, in whole or in part, any transaction or instruction in the following instances:  Due to your actions or omissions, or those of third parties which are not within our immediate and reasonable control;  Due to your negligence or breach of any agreement with us;  If we are unable to confirm to our satisfaction the authority of any person to act on your behalf;  If, through no fault of ours, you do not have adequate funds in your Account to complete the transaction, or if that account has been closed, or if withdrawals from that account have been prohibited by court order such as a garnishment or other legal process;  If you have not properly followed our instructions, or if your computer malfunctions or fails, or if Wings Mobile or any part of the electronic funds transfer system network was not working properly and this problem should have been apparent to you at the time you attempted to make the transaction;  If we reasonably believe a transaction is fraudulent or unauthorized;  Due to scheduled system outages or circumstances beyond our reasonable control despite reasonable precautions that we have taken (e.g. delays or losses caused by telecommunications or internet outages, postal strikes, actions by third parties, equipment failures and acts of God).  If the transaction or instruction is not in accordance with applicable law, our policies and procedures, or any term or condition of this Agreement or any other Account Documentation;  Due to any ambiguity, inaccuracy or omission in any instruction or information provided to us;  Due to your failure to initiate the transaction or instruction within the time requirements communicated by us;  If we have other reasonable cause not to honor the transaction for our or your protection. We shall only be liable to you for damages solely and proximately caused by our gross negligence or willful misconduct in performing the services provided for herein and our liability shall in no event exceed the lesser of (i) your actual damages or (ii) the total fees paid by you to us for the Wings Mobile services, unless otherwise required by law. We do not make any representation that any content or use of Wings Mobile is appropriate or available for use in locations outside of the continental United States, Alaska or Hawaii. In no event will we or any of our officers, directors, ...
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Limitations of Our Liability and Obligations to You. ‌ In no event will ProGrowth Bank or any of its officers, directors, shareholders, parents, subsidiaries, affiliates, agents, licensors, or third-party service providers be liable for any consequential (including without limitation, loss of data, files, profit or goodwill or the costs of procurement of substitute goods or service) indirect, incidental, special or punitive damages, whether in an action under contract, negligence or any other theory, arising out of or in connection with this Agreement, Online Banking, or the inability to use Online Banking, even if advised of the possibility of such damages. ProGrowth Bank will not be liable for any loss or liability you may incur resulting in whole or part from any failure or misuse of your equipment or software provided by an external company such as an Internet browser provider, an Internet access provider, an online service provider or an agent or subcontractor of any of them. ProGrowth Bank does not make any representation that any content or use of Online Banking is appropriate or available for use in locations outside of the continental United States, Alaska or Hawaii. We will not be obligated to honor, in whole or in part, any transaction or instruction which: • is not in accordance with any term or condition of this Agreement or any other agreement applicable to the relevant Online Banking Service or Accessible Account; • we have reason to believe may not be authorized by you or any other person whose authorization we believe is necessary or involves funds or other property subject to a hold, dispute, restriction or legal process we believe prevents the transaction or instruction; • would violate any applicable rule or regulation of any other federal or state regulatory authority; • is not in accordance with any other requirement of our policies, procedures or practices; or • we have other reasonable cause not to honor for our or your protection. In no event will ProGrowth Bank be liable for any failure of availability or performance due to scheduled system maintenance or circumstances beyond our control (such as power outage, computer virus, system failure, fire, flood, earthquake, or extreme weather).
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Related to Limitations of Our Liability and Obligations to You

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Purchase and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

  • Limitations of Liability and Indemnity 28.1. In the event the Company provides information, recommendations, news, information relating to transactions, market commentary or research to the Client (or in newsletters which it may post on its Website or provide to subscribers via its Website or otherwise), the Company shall not, in the absence of its fraud, willful default or gross negligence, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any such information given.

  • Conditions to Obligations of Each Party The respective obligations of each Party to perform this Agreement and consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions, unless waived by both Parties pursuant to Section 11.6:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to Obligations of the Parties The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction at the Closing (as defined below) of the following conditions:

  • Rights and Obligations of Each Fund The rights and obligations set forth in this Agreement with respect to each repurchase transaction shall accrue only to the Participating Funds in accordance with their respective interests therein. No other Fund shall receive any rights or have any liabilities arising from any action or inaction of any Participating Fund under this Agreement with respect to such repurchase transaction.

  • Assumption of Liabilities and Obligations As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (vi) any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.

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