No Liability for Certain Losses Sample Clauses
The "No Liability for Certain Losses" clause limits a party's responsibility for specific types of damages or losses that may arise under the agreement. Typically, this clause excludes liability for indirect, consequential, or incidental damages, such as lost profits or business interruption, even if such losses result from a breach of contract. By clearly defining which losses are not recoverable, the clause helps manage risk exposure and provides certainty to both parties regarding the extent of potential financial liability.
No Liability for Certain Losses. The Custodian will not be liable to the Client for any Losses to the extent they arise from or are caused by:
17.7.1 the Custodian acting upon any (i) Proper Instruction or (ii) if a Proper Instruction is not required in a particular circumstance, any other instruction, information, notice, request, consent, certificate, instrument or other writing that the Custodian reasonably believes to be genuine and to be signed or otherwise given by or on behalf of a person authorized to do so;
17.7.2 a delay in processing or any failure to process any Proper Instruction to the extent permitted under Section 22, subject to the satisfaction of the conditions set out in that Section, as applicable;
17.7.3 the failure of the Client or any person authorized by it to comply with the Client’s obligations under this Agreement; or
17.7.4 any other acts and omissions of the Client, any person authorized by it or any third party, including any Third Party Agent, Market Participant, Authorized Data Source, CSD, or Financial Market Utility.
No Liability for Certain Losses. The Custodian will not be liable to the Client for any Losses to the extent they arise from or are caused by:
17.7.1 the Custodian acting upon any (i) instructions reasonably believed by the Custodian to be Proper Instruction or (ii) if a Proper Instruction is not required in a particular circumstance, any other instruction, information, notice, request, consent, certificate, instrument or other writing that the Custodian reasonably believes to be genuine and to be signed or otherwise given by or on behalf of a person authorized to do so;
17.7.2 a delay in processing or any failure to process any instructions reasonably believed by the Custodian to be Proper Instruction to the extent permitted under Section 22, subject to the satisfaction of the conditions set out in that Section, as applicable;
17.7.3 the failure of the Client or any person authorized by it to comply with the Client’s obligations under this Agreement; or
17.7.4 any other acts and omissions of the Client, any person authorized by it or any third party, including any Third Party Agent, Market Participant, Authorized Data Source, CSD, or Financial Market Utility.
No Liability for Certain Losses. The Custodian will not be liable to the Client for any Losses to the extent they arise from or are caused by:
17.7.1 the Custodian acting upon any (i) Proper Instruction or (ii) if a Proper Instruction is not required in a particular circumstance, any other instruction, information, notice, request, consent, certificate, instrument or other writing that the Custodian reasonably believes to be genuine and to be signed or otherwise given by or on behalf of a person authorized to do so;
17.7.2 a delay in processing or any failure to process any Proper Instruction to the extent permitted under Section 22, subject to the satisfaction of the conditions set out in that Section, as applicable, to the extent the Losses are not due to the Custodian’s negligence, fraud, bad faith or wilful misconduct;
17.7.3 the failure of the Client or any person authorized by it to comply with the Client’s obligations under this Agreement; or
17.7.4 any other acts and omissions of the Client, any person authorized by it or any third party whose acts or omissions are not otherwise addressed within this Section 17, including any Third-Party Agent, Market Participant, Authorized Data Source, CSD, or Financial Market Utility, to the extent the Losses are not due to the Custodian’s negligence, fraud, bad faith or wilful misconduct.
No Liability for Certain Losses. Notwithstanding anything to the contrary in this Agreement, in no event shall the Administrator (or the Administrator Representatives) or the Fund (or the Fund Indemnitees) be liable to the other, or to the other’s indemnitees, under this Agreement for any exemplary, punitive, remote, speculative, consequential, indirect, special or incidental damages or Loss of profits; provided that, if any of the Fund Indemnitees or the Administrator Indemnitees is held liable to a third party for any such damages and the indemnifying Party is obligated to indemnify such Fund Indemnitees or Administrator Indemnitees for the matter that gave rise to such damages, the indemnifying Party shall be liable for, and obligated to reimburse such indemnitees for, such damages.
No Liability for Certain Losses. State Street will not be liable to the Client for any Losses to the extent they arise from or are caused by:
2.7.1 State Street acting upon any (i) Proper Instruction or (ii) if a Proper Instruction is not required in a particular circumstance, any other instruction, information, notice, request, consent, certificate, instrument or other writing that State Street reasonably believes to be genuine and to be signed or otherwise given by the Client or on behalf of a person authorized by the Client to do so;
2.7.2 a delay in processing or any failure to process any Proper Instruction to the extent permitted under Section E.7, subject to the satisfaction of the conditions set out in that Section, as applicable;
2.7.3 the failure of the Client or any person authorized by it to comply with the Client’s obligations under this Agreement; or
2.7.4 any other acts and omissions of the Client, any person authorized by the Client, or any third party (other than Subcustodians, Special Subcustodians, Delegates or State Street Service Providers), including any Third Party Agent, Market Participant, Authorized Data Source, CSD, or Financial Market Utility; provided, however, with respect to a Third Party Agent, Market Participant or Authorized Data Source except to the extent State Street has agreed in writing to perform reconciliations, variance or tolerance checks or other specific forms of data review under this Agreement as referenced in subsection 4.3 of this Section E.
No Liability for Certain Losses. 25 6.08 Exclusive Remedy ............................................................................................... 25 6.09
No Liability for Certain Losses. The Custodian will not be liable to the Client for any Losses to the extent they arise from or are caused by: 17.
No Liability for Certain Losses. No party shall be liable for any consequential loss, or any damages based on a multiple, arising under the Agreement.
No Liability for Certain Losses. Neither party will be liable to the other for any Loss or Claim in the nature of consequential or indirect loss, including without limitation loss of profits, loss of chance, loss of expectations, or loss or opportunity, or any incidental, special, punitive or exemplary damages.