Limitations of ▇.▇. ▇▇▇▇▇▇’▇ Liability Sample Clauses

Limitations of ▇.▇. ▇▇▇▇▇▇’▇ Liability. (a) ▇.▇. ▇▇▇▇▇▇ may rely on information provided to it by or on behalf of the Funds, or which was prepared or maintained by the Customer or any third party on behalf of the Funds, in the course of discharging its duties under this Agreement. ▇.▇. ▇▇▇▇▇▇ shall not be liable to any person for any Liabilities suffered by any person as a result of ▇.▇. ▇▇▇▇▇▇: (i) having relied upon the authority, accuracy, truth or completeness of information including, without limitation, information supplied to ▇.▇. ▇▇▇▇▇▇ by the Customer or by the Investment Adviser or any third party (other than an Affiliate or subcontractor of ▇.▇. ▇▇▇▇▇▇ involved in the provision of the Services), including but not limited to, information in relation to trades in respect of the Funds or expenses of the Funds; (ii) having relied upon the authority, accuracy, truth and completeness of information furnished to ▇.▇. ▇▇▇▇▇▇ by any pricing services, data services, or provider of other market information or information concerning securities held by the Funds. (b) ▇.▇. ▇▇▇▇▇▇ shall not be liable for any error in data that is transitioned to ▇.▇. ▇▇▇▇▇▇ at the time it begins to provide the Services with respect to the Funds provided that ▇.▇. ▇▇▇▇▇▇: (i) shall use reasonable efforts to mitigate any Losses arising as a result of any such error of which it is aware; and (ii) shall notify the Customer as soon as practicable after becoming aware of the error.
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Limitations of ▇.▇. ▇▇▇▇▇▇’▇ Liability. (a) Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any loss of profits (whether direct or indirect); (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to ▇.▇. ▇▇▇▇▇▇’▇ performance or non-performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as a service provider to the Customer. (b) Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any Liabilities suffered by any person as a result of the failure of any of the Dependencies to be met; (ii) the assumptions made by ▇.▇. ▇▇▇▇▇▇ in good faith in preparing a Report proving to be incorrect, inaccurate or inapplicable or any assumption which could or should have been made not being made; (iii) any Liabilities arising as a consequence of the Customer using, or providing to any other person to use, any Report or information in or derived from or based on any Report, to make decisions (including Investment Decisions) in respect of the Customer; or (iv) any Liabilities suffered by any person relating to any decisions made by ▇.▇. ▇▇▇▇▇▇ in complying with the AML/Sanctions Requirements. (c) Notwithstanding any provision herein that may be to the contrary, the maximum aggregate liability of ▇.▇. ▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ Indemnitees in respect of any and all claims of any kind arising out of, in connection with or relating to this Agreement or the provision of the Services, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages, in respect of any calendar year, shall not exceed an aggregate amount equal to three times (3x) the total annual administration fee paid by the Customer under this Agreement provided that the liability cap provision of this Subsection 6.2(c) shall not apply to an error by ▇.▇. ▇▇▇▇▇▇ in calculating the net asset value of a Customer.
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Limitations of ▇.▇. ▇▇▇▇▇▇’▇ Liability. (a) ▇.▇. ▇▇▇▇▇▇ may rely on information provided to it by or on behalf of the Funds, or which was prepared or maintained by the Trust or any third party on behalf of the Funds, in the course of discharging its duties under this Agreement. ▇.▇. ▇▇▇▇▇▇ shall not be liable to any person for any Liabilities suffered by any person as a result of ▇.▇. ▇▇▇▇▇▇: (i) having relied upon the authority, accuracy, truth or completeness of information including, without limitation, information supplied to ▇.▇. ▇▇▇▇▇▇ by the Trust or by the Sponsor or any third party which is not a subcontractor of ▇.▇. ▇▇▇▇▇▇, including but not limited to, information in relation to trades in respect of the Funds or expenses of the Funds; (ii) having relied upon the authority, accuracy, truth and completeness of information furnished to ▇.▇. ▇▇▇▇▇▇ by any pricing services, data services, or provider of other market information or information concerning securities held by the Funds. (b) ▇.▇. ▇▇▇▇▇▇ shall not be liable for any error in data that is transitioned to ▇.▇. ▇▇▇▇▇▇ at the time it begins to provide the Services with respect to the Funds provided however that ▇.▇. ▇▇▇▇▇▇: (i) shall use reasonable efforts to mitigate any Losses arising as a result of any such error of which it is aware; and (ii) shall notify the Trust as soon as practicable after becoming aware of the error.
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Limitations of ▇.▇. ▇▇▇▇▇▇’▇ Liability. (a) Except to the extent (i) any Liabilities result from ▇.▇. ▇▇▇▇▇▇’▇ failure to meet the ▇.▇. ▇▇▇▇▇▇ Standard of Care, or (ii) ▇.▇. ▇▇▇▇▇▇ fails to review and validate such information pursuant to its obligations set forth in this Agreement, ▇.▇. ▇▇▇▇▇▇ may rely on information provided to it by or on behalf of the Customer, or which was prepared or maintained by the Customer or any third party on behalf of the Customer, in the course of discharging its duties under this Agreement. (b) Except to the extent (i) any Liabilities result from ▇.▇. ▇▇▇▇▇▇’▇ failure to meet the ▇.▇. ▇▇▇▇▇▇ Standard of Care or (ii) ▇.▇. ▇▇▇▇▇▇ fails to review and validate such information pursuant to its obligations set forth in this Agreement, ▇.▇. ▇▇▇▇▇▇ shall not be liable to any person for any Liabilities suffered by any person as a result of ▇.▇. ▇▇▇▇▇▇: (A) having relied upon the authority, accuracy, truth or completeness of information including, without limitation, information supplied to ▇.▇. ▇▇▇▇▇▇ by the Customer or any third party that is not a Subcontractor of ▇.▇. ▇▇▇▇▇▇, including but not limited to, information in relation to transactions in respect of the Customer or expenses of the Customer; or (B) having relied upon the authority, accuracy, truth and completeness of information furnished to ▇.▇. ▇▇▇▇▇▇ by any pricing services, data services, or provider of other market information or information concerning securities held by the Customer. (c) Except to the extent ▇.▇. ▇▇▇▇▇▇ fails to meet the ▇.▇. ▇▇▇▇▇▇ Standard of Care, ▇.▇. ▇▇▇▇▇▇ shall not be liable for any error in data that is transitioned to ▇.▇. ▇▇▇▇▇▇ at the time it begins to provide the Services with respect to the Customer, provided that ▇.▇. ▇▇▇▇▇▇: (i) shall be responsible following the Service Commencement Date for applying in accordance with the ▇.▇. ▇▇▇▇▇▇ Standard of Care the ongoing reconciliation processes associated with the provision of the fund accounting Services; (ii) shall use reasonable efforts to mitigate any Liabilities arising as a result of any such error of which it is aware; and (iii) shall notify the Customer as soon as practicable after becoming aware of the error. Any material remediation required due to any such error in data transitioned to ▇.▇. ▇▇▇▇▇▇ shall be addressed through the Change Control Process. (d) ▇.▇. ▇▇▇▇▇▇ shall not be liable for any Liabilities resulting from a failure by the Customer, any person acting on behalf of the Customer, or any Authorized Data Sourc...
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Limitations of ▇.▇. ▇▇▇▇▇▇’▇ Liability. (a) Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any loss of profits (whether direct or indirect); (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to ▇.▇. ▇▇▇▇▇▇’▇ performance or non-performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as a service provider to the Customer; (iii) any Liabilities suffered by any person as a result of the failure of any of the Dependencies to be met; (iv) the assumptions made by ▇.▇. ▇▇▇▇▇▇ in good faith in preparing a Report proving to be incorrect, inaccurate or inapplicable or any assumption which could or should have been made not being made; (v) any Liabilities arising as a consequence of the Customer using, or providing to any other person to use, any Report or information in or derived from or based on any Report, to make decisions (including Investment Decisions) in respect of the Customer; or (vi) any Liabilities suffered by any person relating to any decisions made by ▇.▇. ▇▇▇▇▇▇ in complying with the AML/Sanctions Requirements. (b) Notwithstanding any provision herein that may be to the contrary, the maximum aggregate liability of ▇.▇. ▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ Indemnitees in respect of any and all claims of any kind arising out of, in connection with or relating to this Agreement or the provision of the Services, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages, in respect of any calendar year, shall not exceed an aggregate amount equal to the total annual administration fee.
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Related to Limitations of ▇.▇. ▇▇▇▇▇▇’▇ Liability

  • Limitations of Liability The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

  • Limitations of Warranty TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR , THE PROVIDER OF ANY FINANCIAL SERVICES AVAILABLE THROUGH OR RELATED TO THE SOFTWARE, ANY OF THEIR CONTRACTORS OR PROVIDERS OR ANY OF EACH OF THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH ANY CLAIM IS BASED. IN ANY CASE, LIABILITY OF LICENSOR OR ANY OF THE OTHER PERSONS OR ENTITIES DESCRIBED IN THE PRECEDING SENTENCE ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE SHALL NOT EXCEED IN THE AGGREGATE THE LESSER OF $10.00 OR THE SUM OF THE FEES PAID BY YOU FOR THIS LICENSE.

  • Limitations of Use You agree to use the App and Services only for lawful purposes. You are prohibited from any use of the Services or App that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the App or Services, including but not limited to unauthorized entry into Even’s systems, misuse of passwords, or misuse of any information posted on the App or through the Services is strictly prohibited. Even makes no claims concerning whether use of the App or Services is appropriate outside of the United States. If you access the App or the Services from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. You agree you will not: (i) try to reverse engineer, disassemble, decompile, or decipher the App or the Services or software making up the App and Services; (ii) navigate or search the App or Services with any tool, software, agent, engine, or other means (including bots, avatars, intelligent agents, or spiders); (iii) use a means other than Even’s provided interface to access the App or the Services; (iv) use the App or the Services in a way that could impair, overburden, damage, or disable any portion of the App or Services; or (v) mirror any material contained on the App or the Services. Even reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and Even also reserves the right to take action to protect Even, other users, and other third parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to: (i) updating information you have provided to us so that it is accurate; (ii) limiting or completely closing your access to the App or the Services; (iii) suspending or terminating your ability to use the App or the Services on an ongoing basis; (iv) taking legal action against you (but note that as explained in Section 6.4.4, Even will not take action against you for failure to repay an Instapay); or (v) holding you liable for the amount of Even’s damages caused by your violation of this Agreement.

  • Limitations of Actions No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

  • Disclaimers and Limitations of Liability THE SERVICES AND INFORMATION PROVIDED BY RDLB ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON- INFRINGEMENT. RDLB, INC. SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM THE USE OF ITS REPORTS OR THE RDLB WEB SITE BY SUBSCRIBER OR ANY THIRD PARTY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF RDLB, INC. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. RDLB, INC. HAS MADE ALL REASONABLE EFFORTS TO INSURE THE ACCURACY OF THE DATA ON WHICH THE FORECASTS AND PROJECTIONS CONTAINED IN ITS REPORTS HAVE BEEN BASED BUT CANNOT AND DOES NOT GUARANTEE THE ACCURACY OF SUCH UNDERLYING DATA OR STATISTICS. RDLB, INC. FURTHER ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY DUE TO ANY LOSS OR DAMAGE THAT SUBSCRIBER OR ANY THIRD PARTY MAY INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE RDLB WEB SITE OR THE TIMELY DELIVERY OF ITS REPORTS TO SUBSCRIBER, OR DUE TO ANY OTHER CAUSE RELATING TO SUBSCRIBER’S ACCESS TO, INABILITY TO ACCESS OR USE THE RDLB WEB SITE OR THE REPORTS SUBSCRIBED TO HEREUNDER, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF RDLB, INC. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. IN SUCH JURISDICTIONS, RDLB’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.