Common use of S LIABILITY Clause in Contracts

S LIABILITY. Limitation on Landlord's Liability: In the event of Landlord's failure to perform any of its covenants or agreements under this Lease, Tenant shall give Landlord written notice of such failure and shall give Landlord thirty (30) days to cure or commence to cure such failure prior to any claim for breach or resultant damages, provided, however, that if the nature of the default is such that it cannot reasonably be cured within the 30-day period, Landlord shall not be deemed in default if it commences within such period to cure, and thereafter diligently prosecutes the same to completion. In addition, upon any such failure by Landlord, Tenant shall give notice by registered or certified mail to any person or entity with a security interest in the Premises ("Mortgagee") that has provided Tenant with notice of its interest in the Premises, and shall provide Mortgagee a reasonable opportunity to cure such failure. Tenant agrees that each of the Mortgagees to whom this Lease has been assigned is an expressed third-party beneficiary hereof. Tenant waives any right under California Civil Code Section 1950.7 or any other present or future law to the collection of any payment or deposit from Mortgagee or any purchaser at a foreclosure sale of Mortgagee's interest unless Mortgagee or such purchaser shall have actually received and not refunded the applicable payment or deposit. Tenant Further waives any right to terminate this Lease and to vacate the Premises on Landlord's default under this Lease. Tenant's sole remedy on Landlord's default is an action for damages or injunctive or declaratory relief, with the sole exception that if Landlord fails to perform its maintenance and repair obligations under Section 8.A. Tenant may, after providing Landlord thirty (30) days written notice, undertake such maintenance or repair at its own cost if Landlord has not commenced to do so. This exception does not apply to items which Landlord and Tenant may disagree as to the scope or necessity of work. If Tenant undertakes such work, Tenant shall be entitled to recover from Landlord the reasonable cost of completing such maintenance or repair work, together with interest thereon at the Agreed Interest Rate from the date of Tenant's expenditure until the date Landlord reimburses Tenant therefor.

S LIABILITY. Limitation on Landlord's Liability: In Neither the event of Landlord's failure to perform Administrative Lender nor any of its officers, directors, employees, attorneys or agents shall be liable for any action taken or omitted to be taken by it or them hereunder in good faith and believed by it or them to be within the discretion or power conferred to it or them by the Loan Documents or be responsible for the consequences of any error of judgment, except for its or their own gross negligence or willful misconduct. Except as aforesaid, the Administrative Lender shall be under no duty to enforce any rights with respect to any of the Advances, or any security therefor. The Administrative Lender shall not be compelled to do any act hereunder or to take any action towards the execution or enforcement of the powers hereby created or to prosecute or defend any suit in respect hereof, unless indemnified to its satisfaction against loss, cost, liability and expense. The Administrative Lender shall not be responsible in any manner to any Lender for the effectiveness, enforceability, genuineness, validity or due execution of any of the Loan Documents, or for any representation, warranty, document, certificate, report or statement made herein or furnished in connection with any Loan Documents, or be under any obligation to any Lender to ascertain or to inquire as to the performance or observation of any of the terms, covenants or agreements under this Leaseconditions of any Loan Documents on the part of the Borrower. To the extent not reimbursed by the Borrower, Tenant shall give Landlord written notice each Lender hereby indemnifies and holds harmless the Administrative Lender, pro rata according to its Specified Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and/or disbursements of such failure and shall give Landlord thirty (30) days to cure any kind or commence to cure such failure prior nature whatsoever which may be imposed on, asserted against, or incurred by the Administrative Lender in any way with respect to any claim for breach Loan Documents or resultant damages, any action taken or omitted by the Administrative Lender under the Loan Documents; provided, however, that no Lender shall be obligated to indemnify or hold harmless the Administrative Lender hereunder if any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, expenses and/or disbursements result from gross negligence or willful misconduct by the nature of the default is such Administrative Lender. Each Lender agrees that it cannot reasonably be cured within the 30-day periodexpressly intends, Landlord shall not be deemed in default if it commences within such period to cure, and thereafter diligently prosecutes the same to completion. In addition, upon any such failure by Landlord, Tenant shall give notice by registered or certified mail to any person or entity with a security interest in the Premises ("Mortgagee") that has provided Tenant with notice of its interest in the Premises, and shall provide Mortgagee a reasonable opportunity to cure such failure. Tenant agrees that each of the Mortgagees to whom this Lease has been assigned is an expressed third-party beneficiary hereof. Tenant waives any right under California Civil Code Section 1950.7 or any other present or future law to the collection of any payment or deposit from Mortgagee or any purchaser at a foreclosure sale of Mortgagee's interest unless Mortgagee or such purchaser shall have actually received and not refunded the applicable payment or deposit. Tenant Further waives any right to terminate this Lease and to vacate the Premises on Landlord's default under this Lease. TenantSection 10.1(f) to indemnify Administrative Lender ratably as aforesaid for all such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements arising out of or resulting from Administrative Lender's sole remedy on Landlord's default is an action for damages ordinary or injunctive or declaratory relief, with the sole exception that if Landlord fails to perform its maintenance and repair obligations under Section 8.A. Tenant may, after providing Landlord thirty (30) days written notice, undertake such maintenance or repair at its own cost if Landlord has not commenced to do so. This exception does not apply to items which Landlord and Tenant may disagree as to the scope or necessity of work. If Tenant undertakes such work, Tenant shall be entitled to recover from Landlord the reasonable cost of completing such maintenance or repair work, together with interest thereon at the Agreed Interest Rate from the date of Tenant's expenditure until the date Landlord reimburses Tenant thereforcontributory negligence.

S LIABILITY. Limitation on Landlord's Liability: This section explains our liability to you only to the extent that any other agreements, notices or disclosures have not separately disclosed our liability. In no event shall we be liable to you for failure to provide access to your Online Banking Account. Unless otherwise required by applicable law, we are only responsible for performing the Online Banking service as delineated in this Agreement. You agree that we will only be liable to you to the extent we acted with gross negligence or willful misconduct and those actions resulted in a direct financial loss to you. In no event will we be liable for (i) errors or omissions that do not result in a financial loss to you; (ii) any Losses that result from our use of customary banking practices or for any Losses provided that we have acted in good faith and with ordinary care; (iii) any action we are authorized or permitted to take (iv) your misconduct, errors or negligence or an act or failure to act of any person not directly within our control; (v) anything we do in following your instructions or for not following such instructions if we reasonably believe that this would expose us to potential loss or civil or criminal liability, or conflict with customary banking practices or applicable law; and (vi) any Losses arising out of the systems and software utilized by you to initiate or process banking transactions. IN CONNECTION WITH YOUR ACCOUNT AND THE AGREEMENT, YOU AGREE THAT WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS REGARDLESS OF THE CLAIM OR FORM OF ACTION AND EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR COULD REASONABLY FORESEE SUCH DAMAGES OR LOSSES. Neither you or we will be deemed to be in default of any of the obligations required to be performed under the Agreement or be liable to the other for any failure, error, malfunction or delay in carrying out any of our obligations under the Agreement because of circumstances beyond your or our reasonable control, including, without limitation, any act of God, natural disasters, accident, equipment failure, system failure, labor dispute, pandemic, the potential violation of any guideline, law, rule, regulation, order or decree of any government authority or an emergency that prevents us from operating normally, or the failure of any third party to provide any service used in connection with providing services to you under the Agreement. Without regard to care or lack of care by you or us, you agree that you cannot commence any claim, legal action or proceeding against us regarding your Account or this Agreement unless you do so within one (1) year from the date that the event giving rise to the claim first occurred. This Section will survive closing of Landlord's failure to perform any of its covenants or agreements under this Lease, Tenant shall give Landlord written notice of such failure your Account and shall give Landlord thirty (30) days to cure or commence to cure such failure prior to any claim for breach or resultant damages, provided, however, that if the nature termination of the default is such Agreement. With your acceptance and use of the Service, you agree that it cannot reasonably be cured within the 30-day period, Landlord we shall not be deemed in default if it commences within such period liable to cureyou or any third party for any indirect, and thereafter diligently prosecutes incidental, or consequential costs, expenses, or damages (including lost savings or profit, lost data, business interruption, or attorney’s fees) resulting from or arising out of this Agreement or resulting from any errors or failures from any malfunction of your device, any virus, or problem that you may encounter related to the same use of the Service. We will not be liable to completion. In addition, upon any such failure by Landlord, Tenant shall give notice by registered or certified mail to any person or entity with a security interest you in the Premises ("Mortgagee") following instances: • If through no fault of Whitefish Credit Union, you do not have enough available funds in your Account to complete a transaction on that has provided Tenant with notice Account. • The transaction would be over the limit of its interest in your overdraft privilege, if any. • If the Premisestransfer would go over the credit limit on your overdraft line of credit, and shall provide Mortgagee a reasonable opportunity to cure such failure. Tenant agrees that each or if the overdraft line of the Mortgagees to whom this Lease credit has been assigned is an expressed third-party beneficiary hereofclosed. Tenant waives any right under California Civil Code Section 1950.7 • If circumstances beyond our control (such as fire, flood, power outage, equipment or technical failure or breakdown, or any other present event that interferes with our normal operations) prevents us from providing this Service or future law processing any transaction, despite reasonable precautions that we have taken. • If there is a hold on your Account, or if access to your Account is blocked, in accordance with our policy. • If your funds are subject to a legal proceeding or other encumbrance restricting the collection transfer. • If your transfer authorization terminates by operation of any law. • If the Account has been closed. • If you have not properly followed the instructions on how to make a transfer included in this Agreement. • If we have received incomplete or inaccurate information from you or a third party involving the Account or transfer. • If you had knowledge of or questions about the possible malfunction of our system when you initiated the transaction. • It can be shown that the merchant or payee received the payment within the normal delivery timeframe and failed to process the payment through no fault of this financial institution and/or our service providers. • If your device, software, telecommunication lines were not working properly or deposit from Mortgagee were temporarily unavailable, and this problem should have been apparent to you when you attempted the transfer. • If you believe someone has accessed your Accounts without your permission and you fail to notify the Credit Union immediately. • If we have a reasonable basis for believing that unauthorized use of your Password or any purchaser at a foreclosure sale of Mortgagee's interest unless Mortgagee Account has occurred or such purchaser shall have actually received and not refunded the applicable payment may be occurring or deposit. Tenant Further waives any right to terminate this Lease and to vacate the Premises on Landlord's if you default under this LeaseAgreement, the deposit account agreement, a credit agreement or any other agreement with us, or if we or you terminate this Agreement. Tenant's sole remedy on Landlord's default is an action for damages or injunctive or declaratory relief, with the sole exception that if Landlord fails to perform its maintenance and repair obligations under Section 8.A. Tenant may, after providing Landlord thirty (30) days written notice, undertake such maintenance or repair at its own cost if Landlord has not commenced to do so. This exception does not apply to items which Landlord and Tenant may disagree as to the scope or necessity of work• Other applicable laws and/or regulations exempt us from liability. If Tenant undertakes this Service is not available, you agree to access your Accounts by other means such workas a Credit Union branch, Tenant ATM, or telephone. Member Service Representatives or frontline staff will assist you with these alternate means. We shall not be entitled to recover from Landlord the reasonable cost liable for any expenses you incur as a result of completing such maintenance using alternate means of access or repair work, together with interest thereon at the Agreed Interest Rate from the date of Tenant's expenditure until the date Landlord reimburses Tenant thereforpayments.