Common use of Exemption from Liability Clause in Contracts

Exemption from Liability. (a) Any action which the Bank may or may not take will be solely for the account and risk of the Customer. Without prejudice to, and in addition to, any exemption or limitation from liability clauses under the Agreement (including but not limited to Part I, Part II and Part IV of these General Terms), the Bank shall not be liable or responsible in any manner for any Losses that the Customer or any other person may suffer or incur howsoever arising as a result of, arising from or in connection with any action taken or for any failure to act, except for wilful misconduct or gross negligence on the part of the Bank, any of its directors, officers, employees or agents. The Bank further has no duty or responsibility to give notice of default or make demand for payment or take any other action with respect to any Securities or Investments as to which a default in payment had occurred. Without prejudice to the foregoing, the Bank shall not be liable for any loss or diminution in the value of any property or security under the Discretionary Account(s) resulting from, arising from or in connection with any Investment made by the Bank in good faith and without gross negligence or fraud on the part of the Bank or any of its directors, officers, employees or agents. (b) The Customer and the Bank expressly agree that neither the Bank, any Affiliate or any officer, director, agent or employee thereof shall be liable for any Losses, including but not limited to any diminution in the value or loss or damage to any property or security under the Discretionary Account(s) or otherwise in connection with the Discretionary Account(s). The Bank, any Affiliate and any director, officer, agent or employee thereof shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled. (c) The Bank may effect sales and purchases of Investments through such brokers, investment advisers and financial institutions (whether they are Affiliates or not) as the Bank may from time to time select. The Bank shall not be liable or responsible for any act or omission of any such broker, investment adviser or financial institution. The Customer shall be bound by all terms and conditions pursuant to which the Bank effects each of the sale and/or purchase of Investments on the Customer’s behalf with any broker, investment adviser or financial institution, as the case may be. The Customer also acknowledges that the Bank may for the purpose of effecting such sales and/or purchases be required from time to time to acknowledge in writing any documentation (including but not limited to confirmation, contracts, declarations, forms, statements, product and risk disclosure statements) provided by the relevant brokers, investment advisers and financial institutions in relation to the risks of participating in such Transactions. Upon the Bank providing the Customer with a specimen of such documentation, the Customer undertakes to acknowledge in writing receipt thereof and in any event the Customer shall be bound by any and all terms and conditions set out in the documentation of the relevant broker, investment advisers or financial institution and the Bank may enforce such terms and conditions against the Customer.

Exemption from Liability. (a) Any action which In the Bank may or may not take will be solely for the account and risk absence of the Customer. Without prejudice tofraud, and in addition toevident bad faith, any exemption or limitation from liability clauses under the Agreement (including but not limited to Part I, Part II and Part IV of these General Terms), the Bank shall not be liable or responsible in any manner for any Losses that the Customer or any other person may suffer or incur howsoever arising as a result of, arising from or in connection with any action taken or for any failure to act, except for wilful misconduct or gross negligence or willful misconduct on the part of the Bank, INVESTMENT MANAGER or any of person acting in its directors, officers, employees or agents. The Bank further has no duty or responsibility to give notice of default or make demand for payment or take any other action with respect to any Securities or Investments as to which a default in payment had occurred. Without prejudice to the foregoingbehalf, the Bank INVESTMENT MANAGER shall not be liable for any loss or diminution in damage to the value PORTFOLIO arising out of any property or security under the Discretionary Account(s) resulting from, arising from or in connection with any Investment made act done or performed or caused to be done or performed by the Bank INVESTMENT MANAGER pursuant to the terms and conditions herein agreed, to carry out the powers, duties, and purposes for which this Agreement is executed. The PRINCIPAL shall hold the INVESTMENT MANAGER free and harmless from any liability, claim, damage or fiduciary responsibility that may arise from any investments made pursuant to this Agreement, it being understood that the investments/reinvestments under this PORTFOLIO shall be strictly for the sole account and the risk of the PRINCIPAL. The INVESTMENT MANAGER shall not be liable for the unavailability of the PORTFOLIO or any funds therein due to restrictions on convertibility or transferability, moratorium, requisitions, involuntary transfers, distraints of any character, exercise of military or usurped powers, acts of war or civil strife or other similar causes beyond its control and shall not be liable for any deficiency or insufficiency of the PORTFOLIO to meet the payments to be made herein. The INVESTMENT MANAGER shall be fully protected in acting in accordance with the directions, requests, instructions and certifications of the PRINCIPAL or its duly authorized agent with respect to investment instructions, documentations, withdrawals and other transactions pertaining to the PORTFOLIO which shall be made in writing and may be hand delivered or sent by letter, telex, facsimile, or electronic mail (e-mail) to the address or number within or outside the Philippines of the Party concerned through the Parties themselves or their duly authorized representatives. The INVESTMENT MANAGER shall be entitled to rely conclusively upon any and all such directions, requests, instructions and certifications received by it from the PRINCIPAL or its duly authorized agent and shall be rendered free and harmless from any and all actions, claims, demands, or liabilities whatsoever for acting on the basis thereof. The INVESTMENT MANAGER shall be entitled to rely and act on any and such instructions which it in good faith believes to be genuine and without shall not be responsible for any loss which the PRINCIPAL may incur as a result of the INVESTMENT MANAGER’s reliance and action on such instructions. The PRINCIPAL shall hold the INVESTMENT MANAGER free and harmless from any liability, claim, damage or fiduciary responsibility that may arise from any investment made pursuant to this Agreement due to: a) non-performance of credit obligation; b) bankruptcy, insolvency, or cease of operations of the borrower/issuer; c) default in any or all credit obligations of the borrower/issuer or the broker/dealer handling the transaction; or d) failure in any manner to comply with any of the borrower/issuer’s obligations under the aforesaid transaction/s, it being understood that the investments/reinvestments under this PORTFOLIO shall be strictly for the account and risk of the PRINCIPAL. The PRINCIPAL and its duly designated or appointed agent/s undertake to indemnify the INVESTMENT MANAGER and to keep the INVESTMENT MANAGER indemnified against all losses, claims, actions, proceedings, demands, damages, costs and expenses, incurred or sustained by the INVESTMENT MANAGER, of whatever nature and howsoever arising, out of or in connection the performance of its duties and obligations under this Agreement including any action taken pursuant to such directions, requests, instructions and certifications of the PRINCIPAL, except where such losses, claims, actions, proceedings, demands, damages, costs and expenses arose from fraud, evident bad faith, gross negligence or fraud willful misconduct on the part of the Bank INVESTMENT MANAGER. The obligation of the PRINCIPAL to indemnify hereunder shall survive the termination of this Agreement for whatever reason. The INVESTMENT MANAGER shall have a lien on the PORTFOLIO for the amount of such losses, claims, actions, proceedings, demands, damages, costs and expenses. Notwithstanding anything to the contrary contained herein, in the event that there shall hereafter occur any change in law or any in the interpretation or administration thereof, which shall make it unlawful for the INVESTMENT MANAGER to maintain, implement or give effect to its duty as contemplated under this Agreement, or to receive the intended benefits of this Agreement, the INVESTMENT MANAGER shall be relieved of its directors, officers, employees or agentsduty to maintain and implement the provisions of this Agreement. (b) The Customer and the Bank expressly agree that neither the Bank, any Affiliate or any officer, director, agent or employee thereof shall be liable for any Losses, including but not limited to any diminution in the value or loss or damage to any property or security under the Discretionary Account(s) or otherwise in connection with the Discretionary Account(s). The Bank, any Affiliate and any director, officer, agent or employee thereof shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled. (c) The Bank may effect sales and purchases of Investments through such brokers, investment advisers and financial institutions (whether they are Affiliates or not) as the Bank may from time to time select. The Bank shall not be liable or responsible for any act or omission of any such broker, investment adviser or financial institution. The Customer shall be bound by all terms and conditions pursuant to which the Bank effects each of the sale and/or purchase of Investments on the Customer’s behalf with any broker, investment adviser or financial institution, as the case may be. The Customer also acknowledges that the Bank may for the purpose of effecting such sales and/or purchases be required from time to time to acknowledge in writing any documentation (including but not limited to confirmation, contracts, declarations, forms, statements, product and risk disclosure statements) provided by the relevant brokers, investment advisers and financial institutions in relation to the risks of participating in such Transactions. Upon the Bank providing the Customer with a specimen of such documentation, the Customer undertakes to acknowledge in writing receipt thereof and in any event the Customer shall be bound by any and all terms and conditions set out in the documentation of the relevant broker, investment advisers or financial institution and the Bank may enforce such terms and conditions against the Customer.

Exemption from Liability. (a) Any action which the Bank may or may not take will be solely for the account and risk of the Customer. Without prejudice to, and in addition to, any exemption or limitation from liability clauses under the Agreement (including but not limited to Part I, Part II and Part IV of these General Terms), the Bank shall not be liable or responsible in any manner for any Losses that the Customer or any other person may suffer or incur howsoever arising as a result of, arising from or in connection with any action taken or for any failure to act, except for wilful misconduct or gross negligence on the part of the Bank, any of its directors, officers, employees or agents. The Bank further has no duty or responsibility to give notice of default or make demand for payment or take any other action with respect to any Securities Specified Products or other Investments as to which a default in payment had occurred. Without prejudice to the foregoing, the Bank shall not be liable for any loss or diminution in the value of any property or security under the Discretionary Investment Account(s) resulting from, arising from or in connection with any Investment made by the Bank in good faith and without gross negligence or fraud on the part of the Bank or any of its directors, officers, employees or agents. (b) The Customer and the Bank expressly agree that neither the Bank, any Affiliate or any officer, director, agent or employee thereof shall be liable for any Losses, including but not limited to any diminution in the value or loss or damage to any property or security under the Discretionary Investment Account(s) or otherwise in connection with the Discretionary Investment Account(s). The Bank, any Affiliate and any director, officer, agent or employee thereof shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled. (c) The Bank may effect sales and purchases of Investments through such brokers, investment advisers and financial institutions (whether they are Affiliates or not) as the Bank may from time to time select. The Bank shall not be liable or responsible for any act or omission of any such broker, investment adviser or financial institution. The Customer shall be bound by all terms and conditions pursuant to which the Bank effects each of the sale and/or purchase of Investments on the Customer’s behalf with any broker, investment adviser or financial institution, as the case may be. The Customer also acknowledges that the Bank may for the purpose of effecting such sales and/or purchases be required from time to time to acknowledge in writing any documentation (including but not limited to confirmation, contracts, declarations, forms, statements, product and risk disclosure statements) provided by the relevant brokers, investment advisers and financial institutions in relation to the risks of participating in such Transactions. Upon the Bank providing the Customer with a specimen of such documentation, the Customer undertakes to acknowledge in writing receipt thereof and in any event the Customer shall be bound by any and all terms and conditions set out in the documentation of the relevant broker, investment advisers or financial institution and the Bank may enforce such terms and conditions against the Customer.

Exemption from Liability. (a) Any action which In the Bank may or may not take will be solely for the account and risk absence of the Customer. Without prejudice tofraud, and in addition toevident bad faith, any exemption or limitation from liability clauses under the Agreement (including but not limited to Part I, Part II and Part IV of these General Terms), the Bank shall not be liable or responsible in any manner for any Losses that the Customer or any other person may suffer or incur howsoever arising as a result of, arising from or in connection with any action taken or for any failure to act, except for wilful misconduct or gross negligence or willful misconduct on the part of the Bank, INVESTMENT MANAGER or any of person acting in its directors, officers, employees or agents. The Bank further has no duty or responsibility to give notice of default or make demand for payment or take any other action with respect to any Securities or Investments as to which a default in payment had occurred. Without prejudice to the foregoingbehalf, the Bank INVESTMENT MANAGER shall not be liable for any loss or diminution in damage to the value PORTFOLIO arising out of any property or security under the Discretionary Account(s) resulting from, arising from or in connection with any Investment made act done or performed or caused to be done or performed by the Bank INVESTMENT MANAGER pursuant to the terms and conditions herein agreed, to carry out the powers, duties, and purposes for which this Agreement is executed. The PRINCIPAL shall hold the INVESTMENT MANAGER free and harmless from any liability, claim, damage or fiduciary responsibility that may arise from any investments made pursuant to this Agreement, it being understood that the investments/reinvestments under this PORTFOLIO shall be for the sole account and the risk of the PRINCIPAL. The INVESTMENT MANAGER shall not be liable for the unavailability of the PORTFOLIO or any funds therein due to restrictions on convertibility or transferability, moratorium, requisitions, involuntary transfers, distraints of any character, exercise of military or usurped powers, acts of war or civil strife or other similar causes beyond its control and shall not be liable for any deficiency or insufficiency of the PORTFOLIO to meet the payments to be made herein. The INVESTMENT MANAGER shall be fully protected in acting in accordance with the directions, requests, instructions and certifications of the PRINCIPAL or its duly authorized agent with respect to investment instructions, documentations, withdrawals and other transactions pertaining to the PORTFOLIO which shall be made in writing and may be hand delivered or sent by letter, telex, facsimile, or electronic mail (e-mail) to the address or number within or outside the Philippines of the Party concerned through the Parties themselves or their duly authorized representatives. The INVESTMENT MANAGER shall be entitled to rely conclusively upon any and all such directions, requests, instructions and certifications received by it from the PRINCIPAL or its duly authorized agent and shall be rendered free and harmless from any and all actions, claims, demands, or liabilities whatsoever for acting on the basis thereof. The INVESTMENT MANAGER shall be entitled to rely and act on any and such instructions which it in good faith believes to be genuine and without shall not be responsible for any loss which the PRINCIPAL may incur as a result of the INVESTMENT MANAGER’s reliance and action on such instructions. The Corporate Secretary of the PRINCIPAL, or in his absence, any of the duly authorized representative(s) of the PRINCIPAL, shall promptly furnish the INVESTMENT MANAGER with certified copies of the appointment of such representative(s) with their corresponding signature(s), and for all purposes herein, the INVESTMENT MANAGER shall be conclusively entitled to rely upon such written advice as evidence of the identity and authority of such representative(s). The PRINCIPAL shall hold the INVESTMENT MANAGER free and harmless from any liability, claim, damage or fiduciary responsibility that may arise from any investment made pursuant to this Agreement due to: a) non-performance of credit obligation; b) bankruptcy, insolvency, or cease of operations of the borrower/issuer; c) default in any or all credit obligations of the borrower/issuer or the broker/dealer handling the transaction; or d) failure in any manner to comply with any of the borrower/issuer’s obligations under the aforesaid transaction/s, it being understood that the investments/reinvestments under this PORTFOLIO shall be strictly for the account and risk of the PRINCIPAL. The PRINCIPAL and its duly designated or appointed agent/s undertake to indemnify the INVESTMENT MANAGER and to keep the INVESTMENT MANAGER indemnified against all losses, claims, actions, proceedings, demands, damages, costs and expenses, incurred or sustained by the INVESTMENT MANAGER, of whatever nature and howsoever arising, out of or in connection the performance of its duties and obligations under this Agreement including any action taken pursuant to such directions, requests, instructions and certifications of the PRINCIPAL, except where such losses, claims, actions, proceedings, demands, damages, costs and expenses arose from fraud, evident bad faith, gross negligence or fraud willful misconduct on the part of the Bank INVESTMENT MANAGER. The obligation of the PRINCIPAL to indemnify hereunder shall survive the termination of this Agreement for whatever reason. The INVESTMENT MANAGER shall have a lien on the PORTFOLIO for the amount of such losses, claims, actions, proceedings, demands, damages, costs and expenses. Notwithstanding anything to the contrary contained herein, in the event that there shall hereafter occur any change in law or any in the interpretation or administration thereof, which shall make it unlawful for the INVESTMENT MANAGER to maintain, implement or give effect to its duty as contemplated under this Agreement, or to receive the intended benefits of this Agreement, the INVESTMENT MANAGER shall be relieved of its directors, officers, employees or agentsduty to maintain and implement the provisions of this Agreement. (b) The Customer and the Bank expressly agree that neither the Bank, any Affiliate or any officer, director, agent or employee thereof shall be liable for any Losses, including but not limited to any diminution in the value or loss or damage to any property or security under the Discretionary Account(s) or otherwise in connection with the Discretionary Account(s). The Bank, any Affiliate and any director, officer, agent or employee thereof shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled. (c) The Bank may effect sales and purchases of Investments through such brokers, investment advisers and financial institutions (whether they are Affiliates or not) as the Bank may from time to time select. The Bank shall not be liable or responsible for any act or omission of any such broker, investment adviser or financial institution. The Customer shall be bound by all terms and conditions pursuant to which the Bank effects each of the sale and/or purchase of Investments on the Customer’s behalf with any broker, investment adviser or financial institution, as the case may be. The Customer also acknowledges that the Bank may for the purpose of effecting such sales and/or purchases be required from time to time to acknowledge in writing any documentation (including but not limited to confirmation, contracts, declarations, forms, statements, product and risk disclosure statements) provided by the relevant brokers, investment advisers and financial institutions in relation to the risks of participating in such Transactions. Upon the Bank providing the Customer with a specimen of such documentation, the Customer undertakes to acknowledge in writing receipt thereof and in any event the Customer shall be bound by any and all terms and conditions set out in the documentation of the relevant broker, investment advisers or financial institution and the Bank may enforce such terms and conditions against the Customer.

Exemption from Liability. (a) Any action which the Bank may or may not take will be solely for the account and risk of the Customer. Without prejudice to, and in addition to, any exemption or limitation from liability clauses under the Agreement (including but not limited to Part I, Part II and Part IV of these General Terms), the Bank shall not be liable or responsible in any manner for any Losses that the Customer or any other person may suffer or incur howsoever arising as a result of, arising from or in connection with any action taken or for any failure to act, except for wilful misconduct or gross negligence on the part of the Bank, any of its directors, officers, employees or agents. The Bank further has no duty or responsibility to give notice of default or make demand for payment or take any other action with respect to any Securities or Investments as to which a default in payment had occurred. Without prejudice Notwithstanding anything to the foregoingcontrary set forth in this Lease, (i) Landlord and the Bank Landlord Parties shall not be liable for injury to Tenant's business, or loss of income, loss of opportunity or loss of goodwill therefrom, or any consequential, punitive, special or exemplary damages, however occurring (including, without limitation, from any failure or interruption of services or utilities or as a result of Landlord's negligence) and (ii) Tenant and the Tenant Parties shall not be liable for injury to Landlord's business, or loss of income, loss of opportunity or diminution loss of goodwill therefrom, or any consequential, punitive, special or exemplary damages, however occurring (including, without limitation, from any failure or interruption of services or utilities or as a result of Landlord's negligence) other than those consequential damages incurred by Landlord in connection with a holdover of the value Premises by Tenant after the expiration or earlier termination of any property the Lease Term or security under the Discretionary Account(s) resulting from, arising from or incurred by Landlord in connection with any Investment made repair, physical construction or improvement work performed by or on behalf of Tenant in the Bank Building. Without limiting the foregoing, except in good faith and without connection with damage or injury resulting from the gross negligence or fraud on willful misconduct of Landlord or the part of the Bank or any of its directorsLandlord Parties, officers, employees or agents. (b) The Customer Landlord and the Bank expressly agree that neither the Bank, any Affiliate or any officer, director, agent or employee thereof shall be liable for any Losses, including but not limited to any diminution in the value or loss or damage to any property or security under the Discretionary Account(s) or otherwise in connection with the Discretionary Account(s). The Bank, any Affiliate and any director, officer, agent or employee thereof shall be entitled to every exemption from liability, every defence and every indemnity to which the Bank is entitled. (c) The Bank may effect sales and purchases of Investments through such brokers, investment advisers and financial institutions (whether they are Affiliates or not) as the Bank may from time to time select. The Bank Landlord Parties shall not be liable for damage that may be sustained by the person, goods, wares, merchandise or responsible for property of Tenant, its employees, invitees, customers, agents, or contractors, or any act other person in, on or omission of about the Premises directly or indirectly caused by or resulting from any such brokercause whatsoever, investment adviser or financial institution. The Customer shall be bound by all terms and conditions pursuant to which the Bank effects each of the sale and/or purchase of Investments on the Customer’s behalf with any brokerincluding, investment adviser or financial institution, as the case may be. The Customer also acknowledges that the Bank may for the purpose of effecting such sales and/or purchases be required from time to time to acknowledge in writing any documentation (including but not limited to confirmationto, contractsfire, declarationssteam, formselectricity, statementsgas, product water, or rain which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning, light fixtures, or mechanical or electrical systems, or from intrabuilding cabling or wiring, whether such damage or injury results from conditions arising upon the Premises or upon other portions of the Project or from other sources or places and risk disclosure statements) provided by regardless of whether the relevant brokers, investment advisers and financial institutions in relation to the risks of participating in such Transactions. Upon the Bank providing the Customer with a specimen cause of such documentation, damage or injury or the Customer undertakes means of repairing the same is inaccessible to acknowledge in writing receipt thereof Tenant. Landlord and in the Landlord Parties shall not be liable to Tenant for any event the Customer shall be bound by damages arising from any and all terms and conditions set out in the documentation willful or negligent action or inaction of any other tenant of the relevant broker, investment advisers or financial institution and the Bank may enforce such terms and conditions against the CustomerProject.