24. Limitation of Liability. Notice is hereby given that this Agreement is executed on behalf of the Trustees of the Fund as trustees and not individually, and that all obligations of this Agreement are not binding upon any of the trustees, officers, agents or shareholders of any of the Portfolios or the Fund individually, but binding only upon the assets and property of the Portfolios or the Fund. No Portfolio shall be liable for any claims against any other Portfolio.
02/20/2020 (Esoterica Thematic ETF Trust)
8.Limitation of Liability. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware and notice is hereby given that this Plan is executed on behalf of the Trustees of the Trust as trustees and not individually and that the obligations of this Plan are not binding upon the Trustees, the shareholders of the Trust individually or, with respect to each Fund, the assets or property of any other series of the Trust, but are binding only upon the assets and property of each Fund, respectively.
02/20/2020 (Esoterica Thematic ETF Trust)
1.Consultant’s Limitation of Liability. Except for Consultant’s confidentiality and indemnity obligations, respectively, and except for actions or claims arising from gross negligence or intentional or willful misconduct, Consultant’s total liability to Company shall not exceed the greater of (i) the total Consultant compensation value or (ii) the amount of recoverable insurance, regardless of whether any action or claim is based upon contract, warranty, tort (including negligence) or strict liability.
04/18/2019 (Nowigence Inc.)
2.Company’s Limitation of Liability. Except for actions or claims arising from the gross negligence or intentional or willful misconduct of Company’s total aggregate liability to Consultant shall be limited to the compensation fees based upon successful SEC Reg “A” qualification/approval.
04/18/2019 (Nowigence Inc.)
10. Limitation of Liability. (a)IN NO EVENT SHALL ECOM BE LIABLE TO RESELLER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION. STRICT LIABILITY AND NEGLIGENCE) FOR LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA. REPORTS, DOCUMENTATION OR SECURITY. OR SIMILAR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, 06/10/2013 INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT. WITH REGARD TO CLAIMS BY THIRD PARTIES, EACH PARTY SHALL INDEMNIFY THE OTHER TO THE EXTENT THE MISCONDUCT OR NEGLIGENCE OF THE INDEMNIFYING PARTY CAUSES LIABILITY TO THE OTHER PARTY. RESELLER SHALL INDEMNIFY ECOM AGAINST CLAIMS BY RESELLER CUSTOMERS OF BREACH OF CUSTOMERS CONTRACT WITH THE RESELLER CUSTOMER, OR THAT ECOM HAS ANY DIRECT LIABILITY TO RESELLER CUSTOMER FOR ANYTHING ARISING UNDER, OR BASED UPON ITS PERFORMANCE UNDER THIS AGREEMENT. (b)ECOM DOES NOT GUARANTEE THAT DATA SUBMITTED THROUGH THE INTERNET WILL BE SECURE FROM UNAUTHORIZED ACCESS OR WILL BE FREE OF ERRORS OR OMISSIONS DUE TO THE INTERNET TRANSMISSION. (c)IN NO EVENT SHALL ECOMS LIABILITY UNDER ANY CLAIM MADE BY RESELLER EXCEED THE TOTAL AMOUNT OF FEES PAID BY RESELLER TO ECOM WITHIN [***] MONTHS PRIOR TO THE DATE THE CLAIM AROSE (OR, IF LESS THAN [***] MONTHS HAS TRANSPIRED SINCE THE DATE OF COMMENCEMENT OF THE SERVICES, THE [***] FEES PAID THROUGH SUCH DATE) RELATING TO THE SERVICES. (d)NO ACTION. REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY RESELLER MORE THAN ONE (1)YEAR AFTER THE FIRST TO OCCUR OF (i)THE TERMINATION OR EXPIRATION OF THIS AGREEMENT OR (ii)THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION. (e)RESELLER SHALL BE SOLELY RESPONSIBLE FOR, AND ECOM, SHALL HAVE NO RESPONSIBILITY FOR PAYMENT ITEMS DISPUTED BY RESELLER CUSTOMERS OR THEIR CONSUMERS, EXCEPT WHERE CAUSED BY ECOMS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
01/22/2021 (ALKAMI TECHNOLOGY, INC.)
Section11. (a) Limitation of Liability. In the absence of negligence, bad faith or willful misconduct, none of the Sponsor, the Administrator, nor the Authorized Participant shall be liable to each other or to any other person, including any party claiming by, through or on behalf of the Authorized Participant, for any losses, liabilities, damages, costs or expenses arising out of any error in data or other information provided to any of them by each other or any other person or out of any interruption or delay in the electronic means of communications used by them.
01/09/2017 (World Currency Gold Trust)
2. Nothing in this agreement excludes or limits Solactives liability to the extent that any applicable law precludes or prohibits any exclusion or limitation of liability. Except in connection with each Partys indemnification obligations hereunder, neither Party shall be liable to the other Party for any indirect or consequential damages, including, but not limited to, lost time, lost money, lost profits or good-will, whether in contract, tort, strict liability or otherwise, and whether or not such damages are foreseen or unforeseen.
01/09/2017 (World Currency Gold Trust)
2. Limitation of Liability. The liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the CRS. If the CRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the CRS, as so amended from time to time.
07/01/2019 (Sensortecnics Inc.)
10. Limitation of Liability. BNY Mellon agrees that, pursuant to Section 3804(a) of the Delaware Statutory Trust Act, the liabilities of each Fund shall be limited such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing and relating to this Agreement with respect to a particular Fund shall be enforceable against the assets of that particular Fund only, and not against the assets of the Trust generally or the assets of any other Fund and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing and relating to this Agreement with respect to the Trust generally and any other Fund shall be enforceable against the assets of such particular Fund.
08/30/2016 (World Currency Gold Trust)
17.17 Limitation of Liability. NEITHER REGENERON NOR KINIKSA SHALL BE LIABLE FOR SPECIAL, PUNITIVE,INDIRECT,INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER,INCLUDING LOSS OF PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) AND REGARDLESS OF ANY PRIOR NOTICE OF SUCH DAMAGES, EXCEPT AS A RESULT OF A PARTYS WILLFUL MISCONDUCT, A BREACH OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLESECTION13.1 (CONFIDENTIAL INFORMATION). NOTHING IN THIS SECTION17.17 (LIMITATION OF DAMAGES) IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY HEREUNDER WITH RESPECT TO THIRD PARTY CLAIMS.
02/27/2018 (Kiniksa Pharmaceuticals, Ltd.)
5.1 Warranty and Limitation of Liability. In addition to specific warranties and any limitation of liability included herein, warranties and limitation of liability of Regeneron and KINIKSA shall be governed under the LA.
02/27/2018 (Kiniksa Pharmaceuticals, Ltd.)
Section 1. LIMITATION OF LIABILITY. All persons contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or Assets belonging to such Series, respectively, for payment under such contract or claim; and neither the Trustees nor any of the Trust’s officers or employees, whether past, present or future, shall be personally liable therefor. Every written instrument or obligation on behalf of the Trust or any Series shall contain a statement to the foregoing effect, but the absence of such statement shall not operate to make any Trustee or officer of the Trust liable thereunder. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust or Series, as applicable, the Trustees and officers of the Trust shall not be responsible or liable for any act or omission or for neglect or wrongdoing of them or any other person, including any officer, agent, employee, investment adviser, principal underwriter or independent contractor of the Trust or any Series, but nothing contained in this Trust Instrument or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust, a Series or to Shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
10/09/2018 (TigerShares Trust)
article 12. Limitation of Liability. This Agreement is executed by the Trust with respect to each Fund and the obligations hereunder are not binding on any of the trustees, officers, or shareholders of the Trust individually, but are binding only on the Fund to which such obligations pertain and the assets and property of such Fund. All obligations of the Trust under this Agreement shall apply only on a Fund-by-Fund basis, and the assets of one Fund shall not be liable for the obligations of another Fund. Accordingly, notice is hereby given that this Agreement is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust individually but binding only upon the assets and property of the Trust.
10/09/2018 (TigerShares Trust)
15. Limitation of Liability. This Agreement is executed by or on behalf of the Trust with respect to each of the Funds and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund.Separate and distinct records are maintained for each Fund and the assets associated with any such Fund are held and accounted for separately from the other assets of the Trust, or any other Fund of the Trust. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Fund of the Trust shall be enforceable against the assets of that Fund only, and not against the assets of the Trust generally or any other Fund, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Trust generally or any other Fund shall be enforceable against the assets of that Fund.The Trusts Trust Instrument is on file with the Trust.
10/19/2016 (Direxion Shares ETF Trust)
SECTION 4.01. Limitation of Liability. The obligations of each Party under this Agreement are several (and not joint or joint and several) and each Partys obligation for fees and costs pursuant to Section3.01(a) is capped at such Partys Respective Proportion. Except in connection with Section3.01(b) and 3.01(d), the Parties shall share the Liability (if any) in respect of each and every Claim in their Respective Proportions, except where the Claim has arisen as a result of the fraud, willful misconduct or breach of this Agreement by a Party in which case the Liability for the Claim will rest solely with the Party who has committed the act of fraud or willful misconduct or the breach. Except in connection with Section3.01(b) and 3.01(d), if the amount paid by a paying Party is more than the paying Partys Respective Proportion of the relevant Liability, the other Parties shall immediately upon demand pay to the paying Party such sum as may be necessary to ensure that each Party bears only its Respective Proportion of such Liability.
03/31/2017 (UTSTARCOM HOLDINGS CORP.)
5. Term and Termination. (a) This Agreement shall become effective on the date hereof. Unless terminated as herein provided, this Agreement shall remain in full force and effect until April 4, 2020 and shall continue in full force and effect for successive periods of one year thereafter, but only so long as each such continuance is approved annually: (i) by either the Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, and, in either event, (ii) by vote of a majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) This Agreement may be terminated at any time without the payment of any penalty by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or by the Adviser, on sixty days’ written notice to the other party. (c) This Agreement shall automatically and immediately terminate in the event of its assignment as defined in the 1940 Act. 6. Limitation of Liability. The term “BNY Mellon Investment Funds I” means and refers to the Trustees from time to time serving under the Agreement and Declaration of Trust of the Trust dated August 13, 1986, as the same may subsequently thereto have been, or subsequently hereto be, amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but shall bind only the trust property of the Trust as provided in the Agreement and Declaration of Trust of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and the shareholders of the Fund and this Agreement has been signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in the Agreement and Declaration of Trust.
01/28/2020 (BNY Mellon Investment Funds I)
5.01. Limitation of Liability. THE DUTIES OF SIDCO SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST SIDCO. EXCEPT TO THE EXTENT ARISING OUT OF SIDCOS FRAUD OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, SIDCOS LIABILITY ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO DIRECT AND ACTUAL MONETARY DAMAGES NOT TO EXCEED THE AMOUNT OF FEES PAID HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM TO OCCUR. For the avoidance of doubt, SIDCO shall have no liability related to any breach in the performance of its obligations under this Agreement due to (i)the failure or delay of the Advisor, the ETF or either of their respective agents to perform its obligations under this Agreement or (ii)activities or statements of sales or wholesaler personnel who are employed and supervised by the Advisor or its affiliates, (iii)any act or omission of the ETFs transfer agent or index receipt agent, (iv)any misstatement or omission in the ETFs registration statement, prospectus, shareholder report or other information filed or made public by the ETF or the Advisor (as amended from time to time), provided that such misstatement or omission was not made in reliance upon, and in conformity with, information furnished to by SIDCO, (v)the operation of a customer contact center or similar call center by the Advisor or one of its affiliates or agents, (vi)mistakes or errors in data provided to SIDCO by, or interruptions or delays or communications with, any other service providers to the ETF, or (vii)actions taken pursuant to any instruction (whether written or verbal) which it reasonably believes to be genuine and to have been signed or given by the proper person or persons. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section5, the term SIDCO shall include the officers, directors, employees, affiliates and agents of SIDCO as well as that entity itself.
08/23/2019 (Impact Shares Trust I)