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. 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. 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. 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.
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.
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.
Measure of Liability. In consideration of full and satisfactory services and activities hereunder by RECIPIENT and receipt of a requisition for payment with appropriate documentation of expenditures, CITY shall make payments to RECIPIENT based on the Budget in Exhibit B, subject to the limitations and provisions set forth in this Section and Section 7 of this Agreement. Payments may be contingent upon certification of the RECIPIENT’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.
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. None of the Issuer, the Guarantor, the Trustee, or any successor to any of them, or any of their respective directors, officers, employees or agents will be liable for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of the Trust Documents, or for errors in judgment; provided, however, that this provision will not protect the Issuer, Guarantor or Trustee or any such Person against any liability for action or inaction resulting from willful misfeasance, bad faith or gross negligence, or willful disregard of obligations and duties under the Trust Documents.
