Common use of Limitations on Liability and Indemnification Clause in Contracts

Limitations on Liability and Indemnification. (a) BankAmerica shall not be liabie for any expense claim, loss or damage suffered by Client or any third person arising out of or caused by any delay in, or failure to, performance by BankAmerica, in whole or in part, arising out or a caused by circumstances beyond BankAmerica's direct and reasonable controi, including without limitation: acts of God; interruption, delay in, or loss (partial or complete) of electrical power or of computer (hardware or software) or communication services; act of civil or military authority, sabotage; war or other government action; civil disturbance or riot; strike or other labor disturbance; national emergency epidemic; flood, earthquake, fire or other catastrophe; government, judicial, or self regulatory organization order, rule, or regulation; energy or naturali resource difficulty or shortage; and inability to obtain or timely to obtain materials, equipment or transportation. (b) With respect to all securities delivered hereunder, BankAmerica shall be deemed an "intermediary" as defined in Section 8- 306(3) of the New York Unitorm Commercial Code and the only warranty given by BankAmerica shall be the warranty provided in Section 8-306(3). (c) BankAmerica shall not be liable for any expense, claim, loss or damage Client or any third person may suffer by reason of any delay Client or BankAmerica may experience in obtaining securities from any clearing agent, transfer agent, Federal Reserve book entry system, issuer, broker, dealer, customer or Client, or third person, or in obtaining monies from any customer or Client, bank clearing agent, the Federal Reserve wire transfer system, or third person. BankAmerica shall not be liabie for any expense, claim, loss or damage suffered by Client or any third person due to BankAmerica's failure to follow any-special terms or conditions on receipts from or deliveries to one or more persons imposed by BankAmerica at its discretion from time to time. (d) BankAmerica shall not be liable for any expense, claim, loss or damage Client or any third person may suffer because any security received or delivered by BankAmerica shall be invalid or fraudulent or by reason of any failure of signature by an unathorized person on, or forgery or wrongful alteration of, a written instrument or inaccuracy, incompletness or falsity of data transmitted by computer tape, terminal, or other computer facilities or in a written instrument if BankAmerica shall have had reason to believe that such instrument instruction, or data was for the account or benefit of Client or that the writing was signed by, or the data or computer tape was transmitted by, an approriately authorized person. BankAmerica may act on oral instructions from a person BankAmerica reasonably believes to be authorized to give such instructions, and Client will be so bound except as to instructions given after the opening of business on the second business day after receipt by BankAmerica of a signed written notice from Client that such porson is not so authorized. BankAmerica shall not be liable for any expense, Cliim, loss or damage Client or any third person may suffer by reason of BankAmerica acting upon any instructions (whether written, or oral or via computer facilities) or any notice, request, waiver, consent, receipt or other document which BankAmerica reasonably believes to be genuine or transmitted by authorized persons designated in Client's crertified list. (e) In performing its obligations pursuant to this Agreement, BankAmerica may use such agents, clearing agents, correspondents, custodians and securities depositories as BankAmerica, in its 6 (f) BankAmerica shall provide Client with periodic statements and advices concerning transactions effected for Client's account(s) and securities positions held in Client's account(s). Client shall promptly review all such statements and advices and shall promptly advise BankAmerica of any error, omission, or inaccuracy in the transactions or positions reported. BankAmerica shall not be liable under any circumstances for any errors, failures, or omissions that shai▇ ▇▇▇e been reported by BankAmerica in statements and advices to Client and that Client shall not have promptly advised BankAmerica to remedy or correct. (g) Client agrees to release, indemnify, and hold harmless BankAmerica its officers, directors, employes, agents, and affiliated persons for any expense (including attorneys' fees and accountants' fees), claim, loss, or damage suffered by Client or any third person relating to those areas of liability expressly disclaimed or restricted above. In addition, Client agrees to release, indemnify, and hold harmless BankAmerica, its officers, directors, employees, agents, and affiliated persons for any expense (including attorneys' fees and accountants' fees), loss, damage, claim, fine, or penalty incurred by or asserted against Client, BankAmerica, or any third person arising out of BankAmerica's performance of services for Client under this Agreement, or any actual or alleged breach by Client or BankAmerica of any provision of this Agreement, or any failure in whole or in part or delay in performing any duty or obiigation hereunder, other than by reason of gross negligence or intentional, willful malfeasance of BankAmerica. Specitically, Client further agrees to release, indemnify and hold harmless BankAmerica, its officers, directors, employees, agents, and affiliated persons for their costs and attorneys' fees in connection with their defense of or participation in any action, claim, investigation, or administrative proceeding arising out of BankAmerica's performance of services for Client under this Agreement. All releases and indemnifications provided herein shall survive termination of this Agreement.

Limitations on Liability and Indemnification. (a) BankAmerica 16.1 JBOC shall not be liabie liable for any expense expense, claim, loss or damage suffered by Client Correspondent or any third person arising out of or caused by any delay in, or failure toof, performance by BankAmericaJBOC, in whole or in part, arising out of or a caused by circumstances beyond BankAmericaJBOC's direct and reasonable controicontrol, including without limitation: limitation acts of God; interruption, delay in, or loss (partial or complete) of electrical power or of computer (hardware or software) or communication services; act , acts of civil or military authority; sabotage, sabotage; war or other government action; , civil disturbance or riot; : strike or other labor disturbance; national emergency emergency; epidemic; flood, earthquake, fire or other catastrophe; : government, judicial, judicial or self self-regulatory organization order, rule, rule or regulation; energy or naturali natural resource difficulty or shortage; and inability to obtain or timely to obtain materials, equipment or transportation. (b) 16.2 With respect to all securities delivered hereunder, BankAmerica JBOC shall be deemed an "intermediary" as defined in Section 8- 306(3) of the New York Unitorm California Uniform Commercial Code and the only warranty given by BankAmerica JBOC shall be the warranty provided in Section 8-306(3)the Code. (c) BankAmerica 16.3 JBOC shall not be liable for any expense, claim, loss or damage Client Correspondent or any third person may suffer by any reason of any delay Client Correspondent or BankAmerica JBOC may experience in obtaining securities from any clearing agent, transfer agent, Federal Reserve book entry system, issuer, broker, dealer, customer or Clientof Correspondent, or third person, or in obtaining monies from any customer or Clientof Correspondent, bank bank, clearing agent, the Federal Reserve wire transfer system, system or third person. BankAmerica JBOC shall not be liabie liable for any expense, claim, loss or damage suffered by Client Correspondent or any third person due to BankAmericaJBOC's failure to follow any-any special terms or conditions on receipts from or deliveries to one or more persons imposed by BankAmerica at persons, if JBOC, in its discretion sole discretion, determines from time to timetime that following such instructions would be detrimental to JBOC or JBOC's interests. (d) BankAmerica 16.4 JBOC shall not be liable for any expense, claim, loss lose or damage Client Correspondent or any third person may suffer because any security security, received or delivered by BankAmerica JBOC shall be invalid or fraudulent or by reason of any failure of signature by an unathorized unauthorized person on, or forgery or wrongful alteration of, a written instrument or inaccuracy, incompletness incompleteness, or falsity of data transmitted by computer tape, terminal, terminal or other computer facilities or in a written instrument if BankAmerica shall have had reason to believe that such instrument instruction, or data was for the account or benefit of Client or that the writing was signed by, or the data or computer tape was transmitted by, an approriately authorized personinstrument. BankAmerica JBOC may act on oral instructions from a person BankAmerica JBOC reasonably believes to be authorized to give such instructions, and Client Correspondent will be so bound except as to instructions given after the opening of business on the second business 2nd day after receipt by BankAmerica JBOC of a signed written notice from Client the Correspondent that such porson person is not so authorized. BankAmerica JBOC shall not be liable for any expense, Cliimclaim, loss or damage Client Correspondent or any third person may suffer by reason of BankAmerica JBOC acting upon any instructions (whether written, written or oral or via computer facilities) or any notice, request, waiver, consent, receipt or other document which BankAmerica JBOC reasonably believes to be genuine or transmitted by authorized persons designated in ClientCorrespondent's crertified certified list. Correspondent will provide and keep current a certified list of authorized persons to conduct transactions on behalf of Correspondent. (e) 16.5 In performing its obligations pursuant to this Agreement, BankAmerica JBOC may use such agents, clearing agents, correspondents, custodians and securities depositories as BankAmerica, JBOC in its 6discretion, deems necessary, appropriate or desirable, including but not limited to, Depository Trust Company, Midwest Securities Trust Corporation, National Securities Clearing Corporation, Options Clearing Corporation and Midwest Clearing Corporation. JBOC shall not be liable for any expense, claim, loss or damage Correspondent or any third person may suffer by reason of any action or omission to act on the part of such agents clearing agents, correspondents, custodians or securities depositories with respect to such action or omission to act. (f) BankAmerica 16.6 JBOC shall provide Client Correspondent with periodic statements and advices advises concerning transactions effected for ClientCorrespondent's account(s) and securities positions held in Clienton Correspondent's account(s). Client Correspondent shall promptly promptly, within 2 business days, review all such statements and advices advises and shall promptly promptly, within 2 business days, advise BankAmerica JBOC of any error, omission, omission or inaccuracy in the transactions or positions reported. BankAmerica JBOC shall not be liable under any circumstances for any errors, failures, failures or omissions that shai▇ ▇▇▇e shall have been reported by BankAmerica JBOC in statements and advices advises to Client Correspondent and that Client Correspondent shall not have promptly advised BankAmerica JBOC to remedy or correct. (g) Client 16.7 Correspondent is aware and acknowledges that stock price quotations and other market data provided to Correspondent by JBOC or its affiliated companies is obtained from independent pricing services JBOC believes to be reliable. However, JBOC cannot and does not guarantee the accuracy of such data and Correspondent acknowledges and agrees that JBOC will not be held liable for any losses or errors incurred by Correspondent's reliance upon the same. 16.8 Correspondent agrees to release, indemnify, indemnify and hold harmless BankAmerica JBOC, its officers, directors, employesemployees, agents, agents and affiliated persons for any expense (including attorneys' fees and accountants' fees), claim, loss, loss or damage suffered by Client Correspondent or any third person relating to those areas of liability expressly disclaimed or restricted above. In in addition, Client Correspondent agrees to release, indemnify, indemnify and hold harmless BankAmericaJBOC, its officers, directors, employees, agents, agents and affiliated persons for any expense (including attorneys' fees and accountants' fees), loss, damage, claim, fine, fine or penalty incurred by or asserted against ClientCorrespondent, BankAmericaJBOC, or any third person person, arising out of BankAmericaJBOC's performance of services for Client Correspondent under this Agreement, Agreement or any actual or alleged breach by Client Correspondent or BankAmerica JBOC of any provision provisions of this the Agreement, or any failure in whole or in part or delay in performing any duty duty, or obiigation obligation hereunder, other than by reason reasons of gross negligence or intentional, willful malfeasance of BankAmericaJBOC. SpeciticallySpecifically, Client Correspondent further agrees to release, indemnify and hold harmless BankAmericaJBOC, its officers, directors, employees, agents, agents and affiliated persons for their costs and attorneys' fees in connection with their defense of or participation in any action, claim, investigation, investigation or administrative proceeding arising out of BankAmericaJBOC's performance of services for Client Correspondent under this Agreement. All releases and indemnifications indemnification provided herein shall survive termination of this Agreement. 16.9 The Correspondent hereby agrees to indemnify, defend, protect and hold JBOC harmless from and against all claims, demands, proceedings, suits and actions, and all liabilities, expenses and costs in connection with or arising out of the failure of the Correspondent to properly exercise its duties and obligations as outlined in the Agreement, with respect to this Agreement or arising out of or in connection with any action or proceeding brought against the Correspondent or JBOC based upon a violation by the Correspondent of the rules of any regulatory or self-regulatory organization; or in the event that: i. Any customer of the Correspondent fails to make payment for securities purchased or fails to deliver any securities sold: or ii. any customer fails to meet any initial federal margin call or maintenance call; or iii. the Correspondent fails to properly exercise its duties and obligations with respect to customer accounts as set forth in Sections 3 and 4 of this Agreement; or