Measure of Liability Clause Samples

Measure of Liability. Neither ▇▇▇▇▇▇ Mae nor any of the directors, officers, employees or agents of ▇▇▇▇▇▇ ▇▇▇ shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. ▇▇▇▇▇▇ ▇▇▇ shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any such legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to ▇▇▇▇▇▇ ▇▇▇ resulting from any such legal action, shall not be reimbursable to ▇▇▇▇▇▇ Mae out of the Trust Fund.

Measure of Liability. Neither Fannie Mae nor any of the directors, officers, employees or agents of Fannie Mae shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement or for errors in judgment; provided, however, that this provision shall not protect Fannie Mae or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Fannie Mae shall have no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that Fannie Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of Certificateholders. In the event that Fannie Mae in its discretion so determines to undertake any such legal action, Fannie Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees. Such expense, and any liability to Fannie Mae resulting from any such legal action, shall not be reimbursable to Fannie Mae out of the Trust Fund.

Measure of Liability. In consideration of full and satisfactory services and activities hereunder by RECIPIENT and receipt of a requisition for payment with appropriate documentation of expenditures, CITY shall make payments to RECIPIENT based on the Budget in Exhibit B, subject to the limitations and provisions set forth in this Section and Section 7 of this Agreement. Payments may be contingent upon certification of the RECIPIENT’s financial management system in accordance with the standards specified in 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. (1) The parties expressly understand and agree that CITY’s obligations under this Section are contingent upon the actual receipt of adequate ESG funds to meet CITY’s liabilities under this Agreement. If adequate funds are not available to make payments under this Agreement, CITY shall notify RECIPIENT in writing within a reasonable time after such fact has been determined. CITY may, at its option, either reduce the amount of its liability or terminate the Agreement. If funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to RECIPIENT under this Agreement. (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of ▇▇▇▇▇▇. (3) CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed, or is subject to payment or reimbursement, from any other source; (b) was incurred prior to the beginning date or after the ending date specified in Section 1; (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) has not been billed to CITY within 90 calendar days following billing to RECIPIENT, or termination of the Agreement, whichever date is earlier; or (e) is not an allowable cost as defined by Section 10 of this Agreement or the project budget. (4) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of RECIPIENT requiring prior written authorization from CITY, or after CITY has requested that RECIPIENT furnish data concerning such action prior to proceeding further, unless and until CITY advises RECIPIENT to proceed. (5) CITY shall not be obligated or liable under this Agreement to any party other than RECIPIENT for payment of any monies or provision of any goods or services.

Measure of Liability. TDEM shall be liable for actual and reasonable costs incurred by the Sub-recipient during the Sub-recipient agreement period for performances rendered under this Sub-recipient agreement by the Sub-recipient, subject to the limitations set forth in this Section. TDEM shall not be liable to the Sub-recipient for any costs incurred by the Sub-recipient that are not allowable costs.

Measure of Liability. In consideration of full and satisfactory performance of the activities referred to in Article V of this Agreement, City shall be liable for actual and reasonable costs incurred by Recipient during the Agreement period for performances rendered under this Agreement by Recipient, subject to the limitations set forth in this Article IV. The Parties agree that City's obligations to meet City's liabilities under Article IV of this Agreement are contingent upon the actual receipt of adequate local and/or federal funds. If adequate funds are not available to make payments under this Agreement, City shall notify Recipient in writing within a reasonable time after such fact is determined. City shall then terminate this Agreement and shall not be liable for failure to make payments to Recipient under this Agreement. (a) City shall not be liable to Recipient for any costs incurred by Recipient, or any portion thereof, which have been paid to Recipient or which are subject to payment to Recipient, or which have been reimbursed to Recipient, or are subject to reimbursement to Recipient, by any source other than City or Recipient. (b) City shall not be liable to Recipient for any costs incurred by Recipient which are not eligible project costs, as set forth in 24 CFR 92.206(A) and Article VI of this Agreement. Funds provided under this Agreement shall not be used nor shall City be liable for payment of costs associated directly or indirectly incurred because of prohibited activities as defined in 24 CFR 92.214.

Measure of Liability. In consideration of full and satisfactory performance, County shall be liable to TRLA in an amount not to exceed $25,000.00. 1) County shall not be liable for expenditures made in violation of either federal or civil laws while this contract is in force. 2) County shall not be liable to TRLA for costs incurred or performances rendered by TRLA before commencement of this contract or after termination of this contract.

Measure of Liability. Neither Farmer Mac nor ▇▇▇▇▇ nor any of their respective directors, officers, employees or agents shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement and any related Issue Supplement, or for errors in judgment; provided, however, that this provision shall not protect Farmer Mac or ▇▇▇▇▇ or any such person against any liability for action or inaction by reason of willful misfeasance, bad faith or gross negligence, or by reason of willful disregard of obligations and duties. Neither Farmer Mac no▇ ▇▇▇▇C shall have any obligation to appear in, prosecute or defend any legal action which is not incidental to their respective duties under this Trust Agreement and any related Issue Supplement and which in their opinion may involve either of them in expense or liability; provided, however, that either Farmer Mac or ▇▇▇▇▇ in their discretion may undertake any such legal action which they may deem necessary or desirable in the interests of Holders of Certificates. In the event that either Farmer Mac or ▇▇▇▇▇ in their discretion so determine to undertake any such legal action, the party taking such action for its own account shall pay and defray the expense of any such action, including attorneys' fees. Such expense resulting from any such legal action shall be reimbursable only to the extent amounts are available for withdrawals from the Certificate Account pursuant to clause fourth of Section 5.03.

Measure of Liability. In consideration of full and satisfactory performance of the activities referred to in Section 3 of this contract, the Department shall be liable for actual and reasonable costs incurred by the Subrecipient during the contract period for performances rendered under this contract by the Subrecipient, subject to the limitations set forth in this Section 4. 1. It is expressly understood and agreed by the parties that the Department's obligations under this Section 4 are contingent upon the actual receipt of adequate state or federal funds to meet Department's liabilities under this contract. If adequate funds are not available to make payments under this contract, Department shall notify the Subrecipient in writing within a reasonable time after such fact is determined. Department shall terminate this contract and will not be liable for failure to make payments to the Subrecipient under this contract. 2. The Department shall not be liable to the Subrecipient for any costs incurred by the Subrecipient, or any portion thereof, which has been paid to the Subrecipient or is subject to payment to the Subrecipient, or has been reimbursed to the Subrecipient or is subject to reimbursement to the Subrecipient by any source other than the Department or the Subrecipient. 3. The Department shall not be liable to the Subrecipient for any costs incurred by the Subrecipient which are not allowable costs, as set forth in Section 6 (A) of this contract. 4. The Department shall not be liable to the Subrecipient for any costs incurred by the Subrecipient or for any performances rendered by the Subrecipient which are not strictly in accordance with the terms of this contract, including the terms of Exhibit A, Exhibit B, Exhibit C, and Exhibit D of this contract. 5. The Department shall not be liable to the Subrecipient for any costs incurred by the Subrecipient in the performance of this contract which have not been billed to the Department by the Subrecipient within sixty (60) days following termination of this contract unless otherwise provided for in the Certificate of Expenditures referred to in Section 8 (C) of this contract. 6. The Department shall not be liable for costs incurred or performances rendered by the Subrecipient before commencement of this contract or after termination of this contract, unless the Subrecipient receives written approval from the Department and such costs are specifically identified in Exhibit A, Performance Statement and Exhibit B, Budget, of ...

Measure of Liability. Neither ▇▇▇▇▇▇ ▇▇▇ nor the Trustee, nor any of their respective directors, officers, employees or agents, shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect ▇▇▇▇▇▇ Mae, the Trustee or any person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither ▇▇▇▇▇▇ ▇▇▇ nor the Trustee shall have any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that ▇▇▇▇▇▇ Mae in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that ▇▇▇▇▇▇ ▇▇▇ in its discretion so determines to undertake any legal action, ▇▇▇▇▇▇ Mae for its own account shall pay and defray the expense of any such action, including attorneys’ fees.