Common use of Standard of Liability Clause in Contracts

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner or the limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined below) stockholders, directors, officers, employees, and its or their respective successors or assigns shall not be liable to the Customer, the general partner or the limited its partners, or any of its or their respective successors or assigns, for any act, omission, conductexcept by reason of acts, or activity undertaken by omissions due to, bad faith, misconduct, or on behalf of the Customer pursuant to this Agreement which MSIL determinesnegligence, or for not having acted in good faith, to be faith in the reasonable belief that such acts or omissions were in, or not opposed to, the best interest interests of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligencereason of any material breach of this Agreement by MSIL. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner of the Customer, or the limited partnerspartners of the Customer ("Limited Partners"), or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner of the Customer, or the limited partnerspartners of the Customer ("Limited Partners"), or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner of the Customer, or the limited partnerspartners of the Customer (“Limited Partners”), or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's ’s reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's ’s obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the its general partner or the its limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest interests of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchangecontract market, Clearing House clearing house, clearing firm or other third party (including floor brokers not selected by MSILMSIL and banks) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange exchange or Clearing House contract market or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems (including, without limitation, GLOBEX, ACCESS, or other electronic trading systems, facilities or services), it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL or its floor brokers to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined belowa) The Servicer shall not be liable to CustomerAerCo or any of the Subsidiaries or any other Person under any circumstances for any Losses directly or indirectly arising out of, or in connection with or related to: (i) an Aircraft Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of a commercial decision or recommendation of the Servicer in accordance with the Standard of Care; (ii) the Servicer's obligation to apply the Conflicts Standard in respect of its performance of the Services, except, in either of case (i) or (ii), where such Losses are finally adjudicated to have been caused directly by the negligence, recklessness, wilful misconduct or fraud of the Servicer or any Servicer Representative; (iii) the ownership, operation, maintenance, acquisition, leasing, financing, refinancing or sale of any of the Aircraft Assets, or any action or failure to act on the part of any Person at any time, prior to the effectiveness of this Agreement; (iv) any action taken, limited or terminated by the Servicer in accordance with the instructions of AerCo pursuant to Section 7.02 of this Agreement, or as contemplated by this Agreement, the general partner instructions of the Cash Manager or the limited partnersAdministrative Agent; (v) a refusal by AerCo or any of the Subsidiaries to take any action recommended by the Servicer; or (vi) the gross negligence, recklessness, fraud or wilful misconduct of any person within AerCo Group. (b) The Servicer shall indemnify, reimburse and hold harmless AerCo and the Subsidiaries on an After-Tax Basis in accordance with the provisions of Article 11 for any Loss arising as a result of the performance of any of the Services where (i) such Loss is finally adjudicated to have been caused directly by the negligence, recklessness, fraud or wilful misconduct of the Servicer or any of its Affiliates or their respective successors any Servicer Representative in respect of its obligations to apply the Standard of Care or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) Conflicts Standard in connection with the performance of the Services; or non-performance (ii) such Loss is finally adjudicated to have directly resulted from a breach by the Servicer of the express terms and conditions of this Agreement. The parties agree that under no circumstances shall the foregoing provision provide for or permit any Exchange, Clearing House duplicative payment to or other third party (including floor brokers not selected recovery by MSIL) and/or Broker AerCo Group. In the event that the Servicer shall have made an indemnity payment with respect to MSIL a Loss to AerCo or a Subsidiary and any member of its obligations AerCo Group subsequently is paid or otherwise recovers an amount in respect of such Loss from any Contract or Transaction or other property of Customer; person, then AerCo shall repay such amount to the Servicer. (iic) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay The liability standards set forth in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL this Section 3.03 shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL"STANDARD OF LIABILITY"). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner or the limited its partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such except that MSIL shall be liable to the Customer and its partners, and its or their successors and assigns for any loss, liability, damage, cost, and expense (including attorneys' and accountants' fees) to which any of them may become subject arising out of, or based upon, an act, omission, conduct, or activity by MSIL or its affiliates in respect of the Customer which shall be found by a court of competent jurisdiction upon entry of a final judgment (or, if no final judgment shall be entered, by a written opinion rendered to the Customer by independent legal counsel, who shall be other than counsel of the Customer, MSIL or any affiliate thereof) to have constituted misconduct bad faith, misconduct, or negligencenegligence and such act, omission, activity, or conduct was not done in good faith and in the reasonable belief that it was in the best interests of the Customer. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner or the limited partnerspartners ("Limited Partners") of Customer, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest interests of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

Standard of Liability. MSIL and its affiliates (as defined belowa) The Servicer shall not be liable to CustomerAerCo or any of the Subsidiaries or any other Person under any circumstances for any Losses directly or indirectly arising out of, or in connection with or related to: (i) an Aircraft Asset being sold, leased or purchased on less favorable terms than might have been achieved at any time, provided such transactions were entered into on the basis of a commercial decision or recommendation of the Servicer in accordance with the Standard of Care; (ii) the Servicer's obligation to apply the Conflicts Standard in respect of its performance of the Services, except, in either of case (i) or (ii), where such Losses are finally adjudicated to have been caused directly by the negligence, recklessness, wilful misconduct or fraud of the Servicer or any Servicer Representative; (iii) the ownership, operation, maintenance, acquisition, leasing, financing, refinancing or sale of any of the Aircraft Assets, or any action or failure to act on the part of any Person at any time, prior to the effectiveness of this Agreement; (iv) any action taken, limited or terminated by the Servicer in accordance with the instructions of AerCo pursuant to Section 7.02 of this Agreement, or as contemplated by this Agreement, the general partner instructions of the Cash Manager or the limited partnersAdministrative Agent; (v) a refusal by AerCo or any of the Subsidiaries to take any action recommended by the Servicer; or (vi) the gross negligence, recklessness, fraud or wilful misconduct of any person within AerCo Group. (b) The Servicer shall indemnify, reimburse and hold harmless AerCo and the Subsidiaries on an After-Tax Basis in accordance with the provisions of Article 11 for any Loss arising as a result of the performance of any of the Services where (i) such Loss is finally adjudicated to have been caused directly by the negligence, recklessness, fraud or wilful misconduct of the Servicer or any of its Affiliates or their respective successors any Servicer Representative in respect of its obligations to apply the Standard of Care or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) Conflicts Standard in connection with the performance of the Services; or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as such Loss is finally adjudicated to have directly resulted from a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused breach by the occurrence Servicer of any contingency beyond the control express terms and conditions of MSIL including, but not limited to, this Agreement; provided that the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due Servicer's obligation to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL indemnify under this Agreement shall be excused limited to an aggregate amount equal to the greater of (x) 2.5% of the Initial Appraised Value for all Aircraft and (y) $20,000,000 with respect to any and all Losses (except for those Losses that result from performance fraud on the part of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSILServicer). The parties agree that under no circumstances shall the foregoing provision provide for or permit any duplicative payment to or recovery by AerCo Group. In no the event will MSIL that the Servicer shall have made an indemnity payment with respect to a Loss to AerCo or a Subsidiary and any member of AerCo Group subsequently is paid or otherwise recovers an (c) The liability standards set forth in this Section 3.03 shall be liable to Customer for consequential, incidental or special damages hereunderthe "STANDARD OF LIABILITY").

Standard of Liability. MSIL and its affiliates (as defined below) shall not be liable to Customer, the its general partner or the its limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchangecontract market, Clearing House clearing house, clearing firm or other third party (including floor brokers not selected by MSILMSIL and banks) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange exchange or Clearing House contract market or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems (including, without limitation, GLOBEX, ACCESS, or other electronic trading systems, facilities or services), it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL or its floor brokers to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.