Limitations on Liability Sample Clauses

Limitations on Liability. (i) CFS is responsible for the performance of only those duties as are expressly set forth herein and in the Exhibits and Schedules as they may be amended from time to time. CFS will have no implied duties or obligations. Each party to the Agreement shall mitigate damages for which the other party may become responsible hereunder. (ii) CFS shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any instruction or any other information it receives from a Fund, and shall be without liability for any loss or damage suffered by a Fund or any of a Fund’s customers as a result of CFS’s reasonable reliance on and utilization of any such instruction or other such information. For the avoidance of doubt, CFS shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in good faith in reliance on any instruction believed by it in good faith to have been authorized by an authorized person. (iii) CFS shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Trust to provide CFS with any information. (iv) CFS is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any investment advisers, custodians, intermediaries or non-discretionary subcontractors. (v) CFS shall have no responsibility for the management of the investments or any other assets of the Trust or its customers, and CFS shall have no obligation to review, monitor or otherwise ensure compliance by a Fund with the policies, restrictions, guidelines or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures or registration statement. Further, CFS shall have no liability to the Trust for any loss or damage suffered by the Trust as a result of any breach of the investment policies, objectives, guidelines or restrictions applicable to the Trust or any misstatement or omission in the registration statement. (vi) Except as set forth in the exhibits hereto, the Trust acknowledges that the reporting obligations of CFS do not constitute a duty to monitor compliance and CFS shall not be liable for any failure of the Fund to comply with any laws, regulations or other applicable requirements thereof. (vii) CFS shall not be liable for the errors of other service providers of the Trust, including the errors of pricing ser...

Limitations on Liability. 17.1 Consequential Damages Exclusion; Express Negligence. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOST PROFITS (EXCEPT TO THE EXTENT THAT ANY DIRECT DAMAGES INCLUDE AN ELEMENT OF PROFIT), LOST SALES OR REVENUES, AND ALL BUSINESS INTERRUPTION DAMAGES, WHETHER BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE (EXCEPT (a) TO THE EXTENT THAT AN INDEMNIFYING PARTY, PURSUANT TO THE PROVISIONS OF SECTION 13.4 OR SECTION 17.2 OR ARTICLE 16, IS OBLIGATED TO INDEMNIFY AN INDEMNITEE AGAINST THIRD PARTY CLAIMS (INCLUDING, IF APPLICABLE, CLAIMS BY ANY GOVERNMENTAL AUTHORITY) OR (b) AN EXPRESS MEASURE OF DAMAGES HEREIN (INCLUDING AMOUNTS PAYABLE BY SELLER PURSUANT TO SECTION 10.3(b) OR AS LIQUIDATED DAMAGES) INCLUDES CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OR (c) IN THE CASE OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL, BAD FAITH BREACH). THE PARTIES INTEND AND AGREE THAT (i) THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES AND, EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THE PROVISO TO SECTION 16.1, THE INDEMNITIES IN SECTION 16.1(IV), SECTION 16.1(V) AND SECTION 16.1(VI) BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF THE BENEFICIARY THEREOF, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE AND (ii) “COVER” DAMAGES REASONABLY INCURRED BY A NON-DEFAULTING PARTY DO NOT CONSTITUTE CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES FOR PURPOSES OF THIS AGREEMENT. WITH RESPECT TO THE INDEMNITIES IN SECTION 16.1(i) AND SECTION 16.1(ii), IT IS THE INTENT OF THE PARTIES THAT WHERE, AS BETWEEN THE PARTIES, FAULT IS DETERMINED TO HAVE BEEN JOINT OR CONTRIBUTORY, PRINCIPLES OF COMPARATIVE FAULT WILL BE FOLLOWED AND EACH PARTY SHALL BEAR THE PROPORTIONATE DAMAGE CAUSED BY THAT PARTY’S FAULT.

Limitations on Liability. (a) It is expressly understood and agreed by the parties hereto that (i) this Indenture Supplement is executed and delivered by the Owner Trustee, not individually or personally but solely as Owner Trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by the Owner Trustee but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as creating any liability on the Owner Trustee, individually or personally, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties to the Indenture and by any Person claiming by, through or under them and (iv) under no circumstances shall the Owner Trustee be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture Supplement or any related documents. (b) None of the Indenture Trustee, the Owner Trustee, the Servicer, the Administrator, the Beneficiary or any other beneficiary of the Issuer or any of their respective officers, directors, employees, members, incorporators or agents shall have any liability with respect to this Indenture Supplement, and any recourse may be had solely to the Collateral.

Limitations on Liability. All parties hereto are expressly put on notice of the Fund’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Fund entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but are binding upon only the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.

Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein and a copy of which has been provided to the Sub-Adviser prior to the date hereof. This Agreement is executed on behalf of the Fund by the Trust’s officers in their capacity as officers and not individually and are not binding upon any of the Trustees, officers, or shareholders of the Fund individually but the obligations imposed upon the Fund by this Agreement are binding only upon the assets and property of the Fund, and persons dealing with the Fund must look solely to the assets of the Fund and those assets belonging to the subject Fund, for the enforcement of any claims.

Limitations on Liability. (a) Except as otherwise provided in Section 10.3(g) and this Section 10.5 and subject to Section 10.4, if the Merger is consummated, the rights of a Purchaser Indemnified Party to assert any Claim for Indemnification under this Article 10 against the Escrow Fund will be the sole and exclusive remedy of a Purchaser Indemnified Party relating to this Agreement or the transactions contemplated hereby (other than with respect to any equitable remedies available to any Purchaser Indemnified Party); provided that for matters described in Section 10.3(g), the Setoff Amount shall, in addition to the Escrow Fund, serve as an additional remedy for the benefit of the Purchaser Indemnified Parties and the Escrow Fund will not be the sole and exclusive remedy for the matters described in Section 10.1(a) to the extent it relates to the representations and warranties set forth in Section 4.2 (Authority and Enforceability), Section 4.3(a)(i) (No Conflict), Section 4.4 (Capitalization and Ownership), or Section 4.29 (Brokers or Finders) (the foregoing representations and warranties, the “Company Specified Representations”); provided further, that (i) in no event will any Effective Time Holder’s Liability to the Purchaser Indemnified Parties (when aggregated with any other Liability to the Purchaser Indemnified Parties hereunder) exceed the amount of such Effective Time Holder’s portion of the Merger Consideration actually received (or, in the case of a Setoff Amount pursuant to Section 10.3(g), entitled to be received by such Effective Time Holder), (ii) each Effective Time Holder’s indemnification obligation with respect to indemnification claims relating to a breach or inaccuracy in any Company Specified Representation shall be on a several but not joint basis (on a pro rata basis in accordance with such holder’s Aggregate Percentage Interest), and (iii) the Purchaser Indemnified Parties must first seek reimbursement for their Losses associated with a particular claim from the Escrow Fund to the extent the Escrow Fund is available and sufficient to reimburse the Purchaser Indemnified Parties for the applicable Losses. (b) Except as otherwise provided in this Section 10.5 and Section 11.6 and subject to Section 10.4, if the Merger is consummated, the rights of a Company Indemnified Party to assert any Claim for Indemnification under this Article 10 will be the sole and exclusive remedy of a Company Indemnified Party relating to this Agreement or the transactions contempla...

Limitations on Liability. 15.1 The Purchaser acknowledges that this Agreement together with any consents contain the entire agreement between the parties, despite anything contained in any brochure, illustration, report, plan or other documents. The Purchaser acknowledges that the Vendor and its agents have made no representations or warranties in regard to the Lot or the Development upon which the Purchaser relies other than those contained in this Agreement and the Purchaser has entered into this Agreement solely in reliance on its own judgement. 15.2 The Purchaser agrees that the Vendor and their agent shall not be responsible in any way for the correctness or completeness of any advertising or promotional material which the Purchaser may have received or any statements by any agent of the Vendor. 15.3 No claim shall be made by the Purchaser in respect of this Agreement after the expiry of 12 months from the Settlement Date unless written full and fair particulars of the details of the relevant claim have been served on the Vendor on or before that date. 15.4 The liability of the Vendor arising from all claims made under this Agreement (taken together) shall be limited to a maximum aggregate amount equal to 10% of the Purchase Price. 15.5 If any person enters into this agreement as trustee of a trust, then that person warrants that: (a) The person has power to enter into this agreement under the terms of the trust; (b) The person has properly signed this agreement in accordance with the terms of the trust; (c) The person has the right to be indemnified from the assets of the trust and that right has not been lost or impaired by an action of that person including entry into this agreement; and (d) All of the persons who are trustees of the trust have approved entry into this agreement. 15.6 If any person enters into this agreement as trustee of a trust then if that person has no right to or interest in any assets of the trust except in that person’s capacity as a trustee of the trust, that persons liability under this agreement will not be personal and unlimited but will be limited to the actual amount recoverable from the assets of the trust from time to time (“the limited amount”). If the right of that person to be indemnified from the trust assets has been lost or impaired, that person’s liability will become personal but limited to the extent of that part of the limited amount which cannot be recovered from any other person.

Limitations on Liability. All parties hereto are expressly put on notice of the Trust’s Agreement and Declaration of Trust and all amendments thereto, a copy of which is on file with the Secretary of the Commonwealth of Massachusetts, and the limitation of shareholder and trustee liability contained therein. The obligations of the Trust entered in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually but only in such capacities and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but are binding upon only the assets and property of the Trust, and persons dealing with the Trust must look solely to the assets of the Trust and those assets belonging to the subject Fund, for the enforcement of any claims.

Limitations on Liability. Notwithstanding any of the preceding provisions of the Agreement, no individual acting as an employee or agent of the Bank, or as a member of the Board of Directors shall be personally liable to the Executive or any other person for any claim, loss, liability or expense incurred in connection with the Agreement.