Limitation on Liability of the Clause Samples

A Limitation on Liability clause sets a cap on the amount or types of damages one party can recover from the other in the event of a breach or other legal claim under the contract. Typically, this clause restricts liability to a specific monetary amount, excludes certain types of damages like indirect or consequential losses, or both. Its core practical function is to allocate and manage risk between the parties, providing predictability and protecting parties from potentially excessive or unforeseen financial exposure.
Limitation on Liability of the. Contract Seller, the Servicer and ---------------------------------------------------------------- Others. ------ Neither the Contract Seller, the Servicer nor any of their directors, officers, employees or agents shall be under any liability to the Trustee or the Certificateholders for any errors in judgment or any action taken or for refraining from the taking of any action, pursuant to this Agreement; provided, -------- however, that this provision shall not protect the Contract Seller or any such ------- Person against any liability that would otherwise be imposed by reason of its willful misconduct, or gross negligence; provided, further that this provision -------- ------- shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of its willful misconduct or gross negligence. The Contract Seller, the Servicer and any of their directors, officers, employees or agents may rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. Neither the Contract Seller nor the Servicer shall be under any obligation to appear in, prosecute or defend any legal action which arises under this Agreement (other than in connection with the enforcement of any Contract in accordance with this Agreement) and which in its opinion may involve it in any expenses or liability; provided, however, that the Servicer may in its -------- ------- discretion undertake any such other legal action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such other legal action and any liability resulting therefrom shall be expenses, costs and liabilities payable from the Certificate Account, and the Servicer shall be entitled to be reimbursed therefor out of the Certificate Account as provided by Section 5.03.
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Limitation on Liability of the. TRUST CASH MANAGER, ANY CO-TRUST CASH MANAGER AND OTHERS (a) The directors, officers, employees or agents of the Trust Cash Manager or any Co-Trust Cash Manager shall not be under any liability to the Receivables Trust, the Receivables Trustee, the Investor Beneficiaries, any Enhancement Provider or any other person hereunder or pursuant to any document delivered hereunder, it being expressly understood that all such liability is expressly waived and released as a condition of, and as consideration for, the execution of this Deed and any Supplement PROVIDED, HOWEVER, that this provision shall not protect the directors, officers, employees and agents of the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties hereunder. (b) Except as provided in Clause 10.4 with respect to the Receivables Trust and the Receivables Trustee and its agents, neither the Trust Cash Manager nor any Co-Trust Cash Manager shall be under any liability to the Receivables Trust, the Receivables Trustee and its agents, the Investor Beneficiaries, or any other person for any action in its capacity as Trust Cash Manager or Co-Trust Cash Manager pursuant to this Deed or any Supplement, PROVIDED, HOWEVER, that this provision shall not protect the Trust Cash Manager or Co-Trust Cash Manager against any liability which would otherwise be imposed by reason of wilful default, bad faith or gross negligence in the performance of duties or by reason of its reckless disregard of its obligations and duties hereunder or under any Supplement. (c) The Trust Cash Manager and any Co-Trust Cash Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any person respecting any matters arising hereunder.
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Limitation on Liability of the. Collateral Agent 11 SECTION 3.7 Fees of the Collateral Agent 12 SECTION 4.1 Events of Default 12 SECTION 4.2 Remedies Upon an Event of Default 13
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Limitation on Liability of the. Mortgage Loan Seller, the FDIC, the Servicer and Others. Neither the Mortgage Loan Seller, the FDIC, the Servicer nor any of the directors, officers, employees or agents of the Mortgage Loan Seller, the FDIC, or the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Mortgage Loan Seller, the FDIC, the Servicer or any such Person against any breach of warranties or representations made herein, or against any specific liability imposed on the Servicer pursuant to any Section hereof, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of duties. The Mortgage Loan Seller, the FDIC, the Servicer and any director, officer, employee or agent of the Mortgage Loan Seller, the FDIC or the Servicer may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising
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Limitation on Liability of the. TRUST CASH MANAGER, ANY CO-TRUST CASH MANAGER AND OTHERS
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Limitation on Liability of the. Master Servicer and -------------------------------------------------- Others. Except as provided in Section 8.04, neither the Master Servicer nor ------ any of the directors or officers or employees or agents of the Master Servicer, shall be under any liability to the Trust, the Trustee, the Certificateholders or any other Person for any action taken or for refraining from the taking of any action in its capacity as Master Servicer pursuant to this Agreement; provided, however, that this provision shall not protect the -------- ------- Master Servicer or any such person against any liability which would otherwise be imposed by reason of wilful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Master Servicer and any director or officer or employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Master Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Receivables in accordance with this Agreement which in its reasonable opinion may involve it in any expense or liability.
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Limitation on Liability of the. [Master]
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Limitation on Liability of the. Administrative Agent's, the ---------------------------------------------------------- Issuing Bank's and the Lenders' Officers, Employees, etc. Any obligation or -------------------------------------------------------- liability whatsoever of the 100 Administrative Agent, the Issuing Bank or any Lender which may arise at any time under this Agreement or any other Loan Document shall be satisfied, if at all, out of the Administrative Agent's, the Issuing Bank's or such Lender's respective assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of the Administrative Agent's, the Issuing Bank's or any Lender's shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. [Signature Pages Follow] EXECUTED as of the date first written above.
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Related to Limitation on Liability of the

  • Limitation on Liability The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

  • Limitation on Liabilities IF EITHER THE EXECUTIVE OR THE COMPANY IS AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED TO THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT (WHETHER EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, SUCH DAMAGES SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND SHALL EXCLUDE (I) PUNITIVE DAMAGES, AND (II) CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES (E.G., LOST PROFITS AND OTHER INDIRECT OR SPECULATIVE DAMAGES). THE MAXIMUM AMOUNT OF DAMAGES THAT THE EXECUTIVE MAY RECOVER FOR ANY REASON SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS OWED (BUT NOT YET PAID) TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS NATURAL TERM OR THROUGH ANY SEVERANCE PERIOD, PLUS INTEREST ON ANY DELAYED PAYMENT AT THE MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM AND AFTER THE DATE(S) THAT SUCH PAYMENTS WERE DUE.

  • Limitation on Liability of Manager Unless arising as a result of their gross negligence, the Manager and the Institution shall not be liable to the Resident for any loss or damage, however caused to the Resident, the property of the Resident or to the property of the Resident’s guest(s) while in the Residence or on the lands on which the Residence is situated. Without limiting the generality of the foregoing, such property includes and is not limited to, personal property of the Resident (including their vehicle(s) and their contents) and damage includes and is not limited to; damage caused by the failure of the plumbing or heating system or any other building system, defects in the structure of the Building, water or snow penetration, exterior weather conditions, damage arising from any cause beyond the control of the Manager or Institution, and any damage or injury arising from the activities of employees, contractors or agents of the Manager and the Institution. The Resident agrees that by executing the Agreement and residing in the Residence, they are acknowledging that they understand and freely assume the risks associated with communal living, including but not limited to risks of potential exposure to physical, mental or emotional harm or injury, communicable diseases and other contagious viruses. Accordingly, the Resident on their own behalf and on behalf of their successors, beneficiaries and next of kin hereby waives their right to demand or make any claim against (and indemnifies, releases and covenants and agrees to hold harmless each of) the Manager, the Institution, their agents, contractors, officers, directors, governors, management, successors, assigns, students and employees from or in relation to any and all damages, physical or other harm, death, ▇▇▇▇▇▇▇▇▇, claims, expenses or loss due to any cause whatsoever, including negligence, breach of contract, or breach of any statutory or other duty of care (collectively, “Claims”) arising under or related to this Student Residence Agreement and the provision of services or accommodation, including but not limited to exposure to communicable diseases and contagious viruses. The Resident further agrees to take all reasonable precautions and follow recommendations by public health authorities to mitigate the spread of communicable diseases while living in the Residence community. Failure to follow the Student Residence Agreement and measures related to said communicable diseases (including but not limited to Covid-19), or failure to follow directions from staff regarding communicable disease related rules or measures may result in standards action up to and including eviction from residence.

  • Limitation on Liability of the Depositor the Seller, the Master Servicer and Others. None of the Depositor, the Seller, the Master Servicer or any of the directors, officers, employees or agents of the Depositor, the Seller or the Master Servicer shall be under any liability to the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Seller, the Master Servicer or any such Person against any breach of representations or warranties made by it herein or protect the Depositor, the Seller, the Master Servicer or any such Person from any liability which would otherwise be imposed by reasons of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Seller, the Master Servicer and any director, officer, employee or agent of the Depositor, the Seller or the Master Servicer shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any audit, controversy or judicial proceeding relating to a governmental taxing authority or any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Seller or the Master Servicer shall be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that any of the Depositor, the Seller or the Master Servicer may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Seller and the Master Servicer shall be entitled to be reimbursed therefor out of the Certificate Account.

  • No Limitation on Liability Such insurance as required herein shall not be deemed to limit Contractor’s liability relating to performance under this Contract. District reserves the right to require complete certified copies of all said policies at any time. The procuring of insurance shall not be construed as a limitation on liability or as full performance of the indemnification and hold harmless provisions of this Contract. Contractor understands and agrees that, notwithstanding any insurance, Contractor’s obligation to defend, indemnify, and hold District, its trustees, officials, agents, volunteers, and employees harmless hereunder is for the full and total amount of any damage, injuries, loss, expense, costs, or liabilities caused by or in any manner connected with or attributed to the acts or omissions of Contractor, its officers, agents, subcontractors (of all tiers), employees, licensees, patrons, or visitors, or the operations conducted by Contractor, or the Contractor’s use, misuse, or neglect of the District’s premises.