LIABILITY OF THE AFFILIATE Sample Clauses

The "Liability of the Affiliate" clause defines the extent to which an affiliate of a contracting party is responsible for obligations, damages, or losses arising under the agreement. Typically, this clause clarifies whether affiliates are directly liable for breaches or misconduct, and may set limits or exclusions on their liability, such as capping damages or specifying circumstances where liability does not apply. Its core function is to allocate and clarify risk between the parties by specifying the legal exposure of affiliates, thereby preventing misunderstandings and potential disputes regarding who is accountable for certain actions or failures under the contract.
LIABILITY OF THE AFFILIATE. 12.1. For any deviation or violation of the terms and conditions hereof, the Affiliate bears the full liability established by the Rules or any applicable law. Compensation payable or paid by the Affiliate to the Administrator for any losses (including lost profits) incurred as a result of the Affiliate's activity under this Agreement does not exempt the Affiliate from performing other actions stipulated by or necessary under this Agreement to eliminate violations, or perform other obligations. 12.2. If any activity of the Affiliate, which arises out or relates to negotiation, execution or performance of this Agreement, conducted either in good faith, or not, either directly permitted hereunder or not, will cause any damage (including, but not limited to financial or reputational damage) and/or result in direct or consequential loss of any kind to the Administrator, ▇▇▇▇▇▇▇.▇▇▇, the Group and/or their respective clients, the Affiliate shall be liable for any such damage and/or loss to business, operations, properties, liabilities (actual or contingent), standing (financial or otherwise) of such affected party and shall reimburse the affected party to the greatest extent permitted by the Rules, without undue delay upon notification by the Administrator.
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LIABILITY OF THE AFFILIATE. 12.1. For any deviation or violation of the terms of this Agreement, the Affiliate bears the full liability established by the Rules. Compensation made by the Affiliate to the Company for any losses (including lost profits) incurred as a result of Affiliate's activity under this Agreement does not exempt the Affiliate from performing other actions stipulated by or necessary under this Agreement to eliminate violations, or performing other obligations. 12.2. Additionally to the provision of Section 12.1. of this Agreement the Affiliate agrees to pay as a liquidated damages the following amounts:
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LIABILITY OF THE AFFILIATE. 12.1. For any deviation or violation of the terms and conditions hereof, the Affiliate bears the full liability established by the Rules or any applicable law. Compensation payable or paid by the Affiliate to the Administrator for any losses (including lost profits) incurred as a result of the Affiliate's activity under this Agreement does not exempt the Affiliate from performing other actions stipulated by or necessary under this Agreement to eliminate violations, or perform other obligations. 12.2. If any activity of the Affiliate, conducted either in good faith, or not, either directly permitted hereunder or not, will cause a damage of any kind (including, but not limited to financial or reputational damage) to the Administrator, ▇▇▇▇▇▇▇.▇▇▇, the Group and/or their respective clients, the Affiliate shall be liable for any such damage and reimburse the affected party without undue delay and in full upon notification by the Administrator. 12.3. In addition to Section 12.1. of this Agreement, the Affiliate agrees to pay as liquidated damages the following amounts: $100,000 (one hundred thousand US dollars) for any and every breach of the obligations under this Agreement or for any Affiliate's action or omission which resulted in or put the Administrator, ▇▇▇▇▇▇▇.▇▇▇ and/or the Group’s reputation at risk or lead to the disclosure of any libelous information, which is determined by the Administrator in its sole and absolute discretion; $50,000 (fifty thousand US dollars) for any and every breach of the confidentiality obligations in this Agreement; and $30,000 (thirty thousand US dollars) for any and every other deviation or breach of any provision of this Agreement.
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LIABILITY OF THE AFFILIATE. INDEMNIFICATION 12.1. For any deviation or violation of the terms and conditions of this Agreement and/or the Rules, the Affiliate (including the Prospective Affiliate, if applicable) bears the full liability established by the Rules or any applicable law. Compensation payable or paid by the Affiliate/Prospective Affiliate to ▇▇▇▇▇▇▇.▇▇▇ for any losses (including lost profits) incurred as a result of the Affiliate's activity under this Agreement does not exempt the Affiliate from performing other actions stipulated by or necessary under this Agreement to eliminate violations, or perform other obligations. 12.2. If any activity of the Affiliate (including the Prospective Affiliate, if applicable), which arises out of or relates to negotiation, execution or performance of this Agreement, conducted either in good faith, or not, either directly permitted hereunder or not, will cause any damage (including, but not limited to financial or reputational damage) and/or result in direct or consequential loss of any kind to ▇▇▇▇▇▇▇.▇▇▇, the Group and/or their respective clients, the Affiliate/Prospective Affiliate shall be liable for any such damage and/or loss to business, operations, properties, liabilities (actual or contingent), standing (financial or otherwise) of such affected party and shall reimburse the affected party to the greatest extent permitted by the Rules, without undue delay upon notification by ▇▇▇▇▇▇▇.▇▇▇. 12.3. The Affiliate (including the Prospective Affiliate) agrees to indemnify, defend and hold harmless ▇▇▇▇▇▇▇.▇▇▇ and/or the Group, their directors, officers, shareholders, employees, service providers and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including legal fees and costs, arising out of any claim asserted by a third party directly or indirectly in connection with the Affiliate / Prospective Affiliate’s breach of the Rules, any and all terms and conditions of this Agreement and/or the applicable law (whether caused by the Affiliate’s or Prospective Affiliate’s negligence, wilful default, misrepresentation or otherwise), or out of any disputes between the Affiliate / Prospective Affiliate and any other party relating to this Agreement, the Website, the Trading Platform, the Affiliate`s / Prospective Affiliate’s activity or to services provided by the Group. ▇▇▇▇▇▇▇.▇▇▇ may deduct the amounts to be paid by the Affiliate in order to indemnify, defend and hold harmless the said persons fr...
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Related to LIABILITY OF THE AFFILIATE

  • Liability of the Adviser (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

  • Liability of the Company The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein.

  • Liability of the Bank (a) The liability of the Bank (or any other Indemnified Person) under, in connection with and/or arising out of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to any direct damages suffered by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a presentation that does not at least substantially comply with the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank be deemed to have failed to act with due diligence or reasonable care if the Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the contrary herein, the Bank and the other Indemnified Persons shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether the Bank or any Indemnified Person shall have been advised of the possibility thereof or of the form of action in which such damages or losses may be claimed. The Applicant shall take action to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the underlying transaction. Any claim by the Applicant for damages under or in connection with this Agreement, any Related Document or the Letter of Credit shall be reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damages. (b) Without limiting any other provision of this Agreement, the Bank and each other Indemnified Person (if applicable), shall not be responsible to the Applicant for, and the Bank’s rights and remedies against the Applicant and the Applicant’s obligation to reimburse the Bank shall not be impaired by: (i) honor of a presentation under the Letter of Credit which on its face substantially complies with the terms of the Letter of Credit; (ii) honor of a presentation of any Drawing Documents which appear on their face to have been signed, presented or issued (X) by any purported successor or transferee of any beneficiary or other party required to sign, present or issue the Drawing Documents or (Y) under a new name of the beneficiary; (iii) acceptance as a draft of any written or electronic demand or request for payment under the Letter of Credit, even if nonnegotiable or not in the form of a draft, and may disregard any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit; (iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness, or legal effect of any presentation under the Letter of Credit or of any Drawing Documents; (v) disregard of any non-documentary conditions stated in the Letter of Credit; (vi) acting upon any Instruction which it, in Good Faith, believes to have been given by a Person or entity authorized to give such Instruction; (vii) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation; (viii) any delay in giving or failing to give any notice; (ix) any acts, omissions or fraud by, or the solvency of, any beneficiary, any nominated Person or any other Person; (x) any breach of contract between the beneficiary and the Applicant or any of the parties to the underlying transaction; (xi) assertion or waiver of any provision of the ISP which primarily benefits an issuer of a letter of credit, including, any requirement that any Drawing Document be presented to it at a particular hour or place; (xii) payment to any paying or negotiating bank (designated or permitted by the terms of the Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice; (xiii) dishonor of any presentation upon or during any Event of Default or for which the Applicant is unable or unwilling to reimburse or indemnify the Bank (provided that the Applicant acknowledges that if the Bank shall later be required to honor the presentation, the Applicant shall be liable therefore in accordance with Article 2 hereof); and (xiv) acting or failing to act as required or permitted under Standard Letter of Credit Practice. For purposes of this Section 7.5(b), “Good Faith” means honesty in fact in the conduct of the transaction concerned.

  • Liability of City CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 3.3.1, “PAYMENT,” OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT.

  • Liability of Company The Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative or agent of the Company shall be personally liable for the satisfaction of the Company's obligations under this Agreement and the Indemnitee shall look solely to the assets of the Company for satisfaction of any claims hereunder.