Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
Limitation of Duties and Liability. The relationship of CVR to the Services Recipients pursuant to this Agreement is as an independent contractor and nothing in this Agreement shall be construed to impose on CVR, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, an express or implied fiduciary duty. CVR and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Services Recipients shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for, (a) any error of judgment or mistake of law or for any liability or loss suffered by the Services Recipients in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence, willful misconduct, bad faith or reckless disregard in the performance of the Services, or (b) any fraudulent or dishonest acts with respect to the Services Recipients. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall CVR or its Affiliates, their respective successors and permitted assigns, or their respective employees, officers, members, managers, directors, agents and representatives, be liable for loss of profits or revenue or special, incidental, exemplary, punitive or consequential damages.
Limitation of Duties and Liability. 17 9.3 Losses. 18 9.4 Gains. 18 9.5 Force Majeure. 18 9.6 Fees. 18 9.7 Indemnification. 18 SECTION 10 – AMENDMENT; TERMINATION; ASSIGNMENT 18 10.1 Amendment. 18 10.2 Termination. 19 10.3 Successors and Assigns. 19 SECTION 11 – ADDITIONAL PROVISIONS 19 11.1 Non-Custody Assets. 19 11.2 Appropriate Action. 19 11.3 Governing Law. 20 11.4 Representations. 20
Limitation of Duties and Liability. 16 9.3 Losses ......................................................... 17 9.4 Gains .......................................................... 17 9.5
Limitation of Duties and Liability. The relationship of Hi-Crush Services to the Services Recipients pursuant to this Agreement is as an independent contractor and nothing in this Agreement shall be construed to impose on Hi-Crush Services, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, an express or implied fiduciary duty. Hi-Crush Services and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Services Recipients shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for, any error of judgment or mistake of law or for any liability or loss suffered by the Services Recipients in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence in the performance of the Services. In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise, shall Hi-Crush Services or its Affiliates, their respective successors and permitted assigns, or their respective employees, officers, members, managers, directors, agents and representatives, be liable for loss of profits or revenue or special, incidental, exemplary, punitive or consequential damages.
Limitation of Duties and Liability of Managing Member 13 7.02 Liability of Members 13 7.03 Right to Indemnification 13 7.04 Nature of Obligation 15 ARTICLE VIII TAXES 8.01 Tax Elections 15 8.02 Tax Returns 15 ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 9.01 Maintenance of Books 16 9.02 Accounts 16 9.03 Confidentiality 16 ARTICLE X RELATED AGREEMENTS; INDEMNIFICATION
Limitation of Duties and Liability. To the maximum extent permitted by applicable Law, except as otherwise provided herein or in any agreement entered into by such Person and the Company, (a) no Member or Manager (in its or his capacity as such) shall have any duties (including the duty of loyalty, the duty of care or any other fiduciary duty) or liabilities relating thereto to the Company, the Members or the other Managers, (b) no Manager and no Member and none of their respective Affiliates, employees, agents and representatives shall be liable to the Company or to any Member for any act or omission performed or omitted by such Person in its capacity as a Member or Manager and (c) the Company and each Member hereby waives any claim or cause of action against each Manager and each Member and their respective Affiliates, employees, agents and representatives for any breach of any duty (including the duty of loyalty, the duty of care or any other fiduciary duty) to the Company or its Members or any of the Company’s Subsidiaries by any such Person, including, without limitation, as may result from any conflict of interest, including a conflict of interest between the Company or its Members or any of the Company’s Subsidiaries and such Person or otherwise, any breach of any duty (including the duty of loyalty, the duty of care or any other fiduciary duty); provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, knowing or reckless breach of Indemnitee’s obligations under this Agreement, or fraud or knowing violation of law, in each case, as determined by the Board (excluding such Manager) or as determined by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Accordingly, subject to the preceding sentence, each Manager shall be entitled to act solely on behalf, and in the interests, of the Member that has designated such Manager. Moreover, except as expressly provided herein (or in an employment agreement or an award agreement to which such Member, Manager or Affiliate is subject, if any), each Member and Manager, and each of their respective Affiliates, shall be free to engage or invest in, and devote his or its and their time to, any other business venture or activity of any nature and descriptio...
Limitation of Duties and Liability. With respect to Custodian’s obligations under this Agreement, Custodian shall be liable to the Fund (or any person or entity claiming through or for the Fund) for loss, cost, expense and damages caused by a breach of any such obligation, the recovery of which is not excluded by another provision of this Agreement, only to the extent the breach constitutes intentional misconduct, reckless disregard or negligence of Custodian (“Liable Conduct”). Absent Liable conduct, the Custodian’s liability hereunder is further limited as follows:
Limitation of Duties and Liability. 19 9.3 Losses. 20 9.4 Force Majeure. 20
Limitation of Duties and Liability. The relationship of Azure to the Partnership Entities pursuant to this Article II is as an independent contractor and nothing in this Agreement shall be construed to impose on Azure, or on any of its Affiliates, or on any of their respective successors and permitted assigns, or on their respective employees, officers, members, managers, directors, agents and representatives, any express or implied fiduciary duty. Azure and its Affiliates and their respective successors and permitted assigns, together with their respective employees, officers, members, managers, directors, agents and representatives, shall not be liable for, and the Partnership Entities shall not take, or permit to be taken, any action against any of such Persons to hold such Persons liable for (a) any error of judgment or mistake of law by such Persons or for any loss suffered by such Persons in connection with the performance of any Services under this Agreement, except for a liability or loss resulting from gross negligence, willful misconduct, bad faith or reckless disregard in the performance by such Persons of the Services, or
