Liabilities of the Issuer Sample Clauses

Liabilities of the Issuer. (a) The Issuer shall indemnify each Agent (on an after tax basis) against any Liability (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (together, Expenses) paid or incurred in disputing or defending any Liability, including amounts in respect of Irrecoverable VAT incurred thereon) which such Agent may incur under this Agreement except to the extent that any Liability or Expenses result from the wilful default, gross negligence or fraud of such Agent or that of its officers, directors or employees save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration payable to any Agent. Such indemnity will survive the termination (whether by resignation or removal of the Agents) or expiry of this Agreement. (b) If any Agent agrees to extend credit to the Issuer it will do so on its usual terms as to interest and other charges, unless other terms have been agreed. (c) The Agents shall not otherwise be liable or responsible for any Liabilities which may result from anything done or omitted to be done by it in connection with this Agreement.
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Liabilities of the Issuer. 1. The Issuer shall not be liable for any unauthorized transactions in the account(s) through the use of MPay Portal and MPay Wallet Services which can be attributed to the fraudulent or negligent conduct of the User. 2. The Issuer shall not be liable to the account holder(s) for any damages whatsoever whether such damages are direct, indirect, incidental, consequential and irrespective of whether any claim is based on investment or any other loss of any character or nature whatsoever and whether sustained by the account holder(s) or any other person, if MPay Portal and MPay Wallet Services access is not available in the desired manner for reasons including but not limited to natural calamity, fire and other natural disasters, legal restraints ,faults in the telecommunication network or Internet or network failure ,software or hardware error or any other reasons beyond the control of the Issuer. 3. The Issuer shall endeavour to take all possible steps to maintain secrecy and confidentiality of its customer account(s)/information but shall not be liable to the account holder(s) for any damages whatsoever caused on account of breach of secrecy/confidentiality due to reasons beyond the control of the Issuer. 4. Issuer, for valid reasons, may refuse to execute any instructions placed by the User. 5. The Issuer will in no way be held responsible or liable for delay, failure and/or untimely delivery of Mobile One Time Password and/or SMS Alerts due to but not limited to network congestions, network failure, systems failure or any others reasons beyond the reasonable control of the Issuer or its service provider(s). 6. Notwithstanding anything contained herein, where Issuer has reason to believe that any transaction or marking of liens, have been fraudulently made (hereinafter referred to as a “suspect transaction”), Issuer shall be entitled to withhold payment pertaining to such suspect transaction in accordance with regulatory laws relating to Money Laundering or otherwise. If Issuer determines after due enquiry and investigation that the transaction is a valid transaction and not a suspect transaction, Issuer shall release such withheld payment subsequently.
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Liabilities of the Issuer. The NFT Purchaser acknowledges and agrees that, to the fullest extent permitted by applicable law, the disclaimers of liability contained in these Terms apply to all damages or injury whatsoever caused by or related to: • Use of, respectively the inability to use AMAZE NFTs; • Complications arising from the use or the inability to use the personal wallet used to receive the AMAZE NFTs. The application to set up a private wallet falls within the exclusive liability of all NFT Purchasers. The Issuer cannot be held liable for any inconveniences that arise from the use of any wallets obtained by the NFT Purchasers; • Gas fees. The NFT Purchaser is obligated to keep track of the current Gas prices and make sure that he has enough funds at his disposal to satisfy the respective Gas fees due. Gas fees may arise. It may be the case that such Gas fees exceed the value of the transaction intended to be conducted. The Issuer cannot be held liable for any changes of Gas fees associated with the transaction of AMAZE NFTs. The Issuer may furthermore not be held liable for any circumstances arising due to the fact that NFT Purchaser does not dispose of enough funds to satisfy the amount of Gas fees due and therefore is not able to conduct the favoured transaction; • The Issuer under any cause or action whatsoever including but not limited to actions for breach of warranty, breach of contract or tort; • Indirect, incidental, special, exemplary or consequential damages including for loss of profits, goodwill or data; • Damages or interferences arising out of any interactions with the smart contract implemented in relation to AMAZE NFTs; • Losses of the AMAZE NFTs for whatever reason; and • Tax liabilities arising to the NFT Purchaser. All NFT Purchasers are exclusively responsible for the determination of their own tax duties with respect to the cause of their emergence, their extent and their settlement. The Issuer cannot be held liable for any misinformation and defaulted transmission of facts that the NFT Purchaser owes to any national authority. The Issuer cannot be held liable for any misinformation provided by the NFT Purchaser. In particular, the Issuer may not be held liable for any loss of AMAZE NFTs due to: • Wrong or bad wallet address provided by the NFT Purchaser used for receiving or withdrawals or transferring NFTs; • False network wallet address provided by the NFT Purchaser; and • Loss of wallet keys by the NFT Purchaser. The Issuer’s aggregate liability i...
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Liabilities of the Issuer. (a) The Issuer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein. The Issuer Certificate Agent on behalf of the Issuer shall immediately deposit with the Note Trustee for credit to the Note Collection Account any funds the Issuer may receive in respect of payments on any Contributed Security due after the Cut-off Date. (b) It is expressly understood and agreed by the parties that each of the representations, undertakings, covenants and agreements made on the part of the Issuer herein is made and intended not as a personal representation, undertaking, covenant or agreement by the Issuer Trustee or any of its affiliates, but is made and intended for the purpose of binding the Issuer and the Noteholders shall look solely to the Pledged Assets for payment under the Notes. Neither the Issuer Trustee nor any of its affiliates shall be under any liability to the Note Trustee, the Noteholders, the Depositor or any other Person for any amounts due under a Note or this Indenture or for any action taken or for refraining from the taking of any action in its capacity as Issuer Trustee pursuant to this Indenture; provided, however, that this provision shall not protect the Issuer Trustee against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Issuer Trustee may rely in good faith on any document of any kind prima facie properly executed and submitted by any other Person respecting any matters arising hereunder. (c) The Issuer Trustee shall have the duties, obligations and responsibilities explicitly set forth in the Transaction Documents only. Any other reference to the Issuer shall be construed to confer upon State Street, as Issuer Certificate Agent, the authority to take such action or exercise such power on behalf of the Issuer in its capacity as Issuer Certificate Agent and that such action or exercise of power on behalf of the Issuer shall be the sole responsibility of State Street. This provision supersedes any provision to the contrary in the Standard Indenture Provisions.
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Related to Liabilities of the Issuer

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement. a. The liability of the Company for damages resulting in whole or in part from or arising in connection with the furnishing of Service under this Agreement including, but not limited to, mistakes, omissions, interruptions, delays, errors or other defects or misrepresentations shall not exceed an amount equal to the charges under this Agreement applicable to the specific call (or portion thereof) that was affected. No other liability shall attach to the Company. b. The Company shall not be liable for any failure of performance hereunder due to causes beyond its control, including, but not limited to: (1) acts of God, fires, flood or other catastrophes; (2) any law, order, regulation, directive, action or request of the United States Government, or any other government, including state and local governments having jurisdiction over the Company, or of any department, agency, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; or (3) national emergencies, insurrections, riots, wars or other labor difficulties. c. The Company shall not be liable for any act or omission of any other entity furnishing facilities, equipment, or services used by a Customer, with the Company's Services. In addition, the Company shall not be liable for any damages or losses due to the failure or negligence of any customer or due to the failure of customer provided equipment, facilities or services.

  • Liabilities of the Manager A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. B. Notwithstanding the foregoing, the Manager agrees to reimburse the Trust for any and all costs, expenses, and counsel and trustees’ fees reasonably incurred by the Trust in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust incurs as the result of action or inaction of the Manager or any of its affiliates or any of their officers, directors, employees or stockholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the stock or control of the Manager or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, express approval of the Trust’s Board of Trustees; or, (ii) is within the control of the Manager or any of its affiliates or any of their officers, directors, employees or stockholders. The Manager shall not be obligated pursuant to the provisions of this Subparagraph 7.B., to reimburse the Trust for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust or a shareholder seeking to recover all or a portion of the proceeds derived by any stockholder of the Manager or any of its affiliates from the sale of his shares of the Manager, or similar matters. So long as this Agreement is in effect, the Manager shall pay to the Trust the amount due for expenses subject to this Subparagraph 7.B. within 30 days after a ▇▇▇▇ or statement has been received by the Manager therefor. This provision shall not be deemed to be a waiver of any claim the Trust may have or may assert against the Manager or others for costs, expenses or damages heretofore incurred by the Trust or for costs, expenses or damages the Trust may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the Trust, or director or officer of the Manager, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

  • Liabilities of the Master Servicer The Master Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by it herein.

  • Liabilities of the Adviser A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. B. Notwithstanding the foregoing, the Adviser agrees to reimburse the Trust for any and all costs, expenses, and counsel and trustees’ fees reasonably incurred by the Trust in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust incurs as the result of action or inaction of the Adviser or any of its affiliates or any of their officers, directors, employees or stockholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the stock or control of the Adviser or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, express approval of the Trust’s Board of Trustees; or, (ii) is within the control of the Adviser or any of its affiliates or any of their officers, directors, employees or stockholders. The Adviser shall not be obligated pursuant to the provisions of this Subparagraph 6.B., to reimburse the Trust for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust or a shareholder seeking to recover all or a portion of the proceeds derived by any stockholder of the Adviser or any of its affiliates from the sale of his shares of the Adviser, or similar matters. So long as this Agreement is in effect, the Adviser shall pay to the Trust the amount due for expenses subject to this Subparagraph 6.B. within thirty (30) days after a ▇▇▇▇ or statement has been received by the Adviser therefore. This provision shall not be deemed to be a waiver of any claim the Trust may have or may assert against the Adviser or others for costs, expenses or damages heretofore incurred by the Trust or for costs, expenses or damages the Trust may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the Trust, or director or officer of the Adviser, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

  • LIABILITIES OF THE PARTIES 11.1. Should the Buyer breach the terms of payment stipulated in the Contract and corresponding additional agreements, the Buyer shall pay to the Seller liquidated damages of 0.05% of the amount outstanding per full calendar day of the payment delay. Should the Buyer fail to make 100% payment of Goods cost within 2 days of the time stipulated for payment, the Seller has the right, at its sole discretion, to terminate the Contract by written notice to the Buyer and without further liability upon the Seller. Should the Buyer breach the terms of signing of additional agreements both on provisional price and on final one, and the terms of fulfillment of final settlement, indicated in cl.8.3, the Seller reserves the right at its sole discretion, not to nominate the future Goods lots with further postponement of the delivery or decrease of the whole amount under the current Contract and / or to terminate the Contract without further liability upon the Seller. 11.2. The Parties acknowledge that the Seller has a legitimate interest in ensuring prompt and full loading of the stipulated quantity of Goods and that any failure of the Buyer to load the full quantity of Goods at the time specified in the Contract could cause the Seller significant loss and inconvenience. In particular, the Buyer understands that any such failure may cause the Seller to incur costs including, but not limited to, terminal storage charges, railway demurrage and / or infrastructure charges, and / or vessel demurrage in respect of other vessels. Accordingly, should the Buyer fail to load the full quantity of Goods at the time specified in the Contract: 11.2.1. the final price (Pr(F)) of the Goods shall be increased by 0,05% of the Contract value of the unlifted goods, per full calendar day of delay in lifting; and 11.2.2. the Seller shall have the right, at its sole discretion, to cancel the delivery of the unlifted Goods and / or to terminate the Contract without further liability upon the Seller. 11.2.3. Сompensates to the Seller losses suffered, including, but not limited to the following: charges of the Seller for storage of the Goods in the tanks of the terminal and in tanks of park of Ministry of Railways, charges of the Seller for using an infrastructure of the railways, other connected with this charges including demurrage claims of other vessels. 11.3. The Buyer shall exercise reasonable efforts to ensure that: 11.3.1. for vessels carrying persistent oil products as cargo, the vessel carries on board a certificate of insurance as described in the Civil Liability Convention for Oil Pollution Damage; and 11.3.2. the vessel has in place insurance cover for oil pollution no less in scope and amounts than available under the Rules of P&I Clubs entered into the International Group of P&I Clubs. 11.3.3. the vessel shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to chapter XI of SOLAS (ISPS Code). 11.4. The Seller shall procure that the loading port/terminal/installation shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to Chapter XI of SOLAS (ISPS Code).