Administrator’s Liability. Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees, subsidiaries or affiliates shall be responsible for any action of the Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent of the Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Issuer (other than the Administrator itself).
Administrator’s Liability. The Administrator shall render the services called for hereunder in good faith, taking into consideration the best interests of the Company. In no event shall the Administrator ever be liable to the Company under this Agreement or in connection with services provided hereunder for any punitive, incidental, consequential, or indirect damages in tort, contract, or otherwise.
Administrator’s Liability. (a) Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees or affiliates shall be responsible for any action of the Issuer or any of the members, managers, officers, employees or affiliates of the Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent, of the Issuer or any of the members, managers, officers, employees or affiliates of the Issuer (other than the Administrator itself).
(b) The Administrator acknowledges under the authority granted to Commission pursuant to Chapter 62 of the North Carolina General Statutes that the Commission has authority to enter an order enforcing the provisions of this Administration Agreement consistent with the Financing Order and Storm Recovery Law.
Administrator’s Liability. (a) Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees or affiliates shall be responsible for any action of the Issuer or any of the members, managers, officers, employees or affiliates of the Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent, of the Issuer or any of the members, managers, officers, employees or affiliates of the Issuer (other than the Administrator itself).
(b) The Administrator acknowledges that the Commission has authority to enforce all provisions of this Administration Agreement for the benefit of Customers, including without limitation the enforcement of Section 11(c). Notwithstanding anything to the contrary contained in this Administration Agreement, for the avoidance of doubt, any right, remedy or claim to which any Customer may be entitled pursuant to this Administration Agreement may be asserted or exercised only by the Commission for the benefit of such Customer.
Administrator’s Liability. (a) In the absence of willful misfeasance, bad faith, reckless disregard or negligence of the obligations or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to either Trust or any Series or to any shareholder of any Series for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by a Series.
(b) Each Trust shall indemnify and hold harmless the Administrator, its partners and the shareholders, partners, directors, officers and employees of each of them (any such person, an "Indemnified Party") against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party's performance or non-performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement.
(c) No provision of this Agreement shall be construed to protect any Trustee or officer of either Trust, or partner or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Administrator’s Liability. 16.1 The Administrators are party to this Agreement in their personal capacities only for the purposes of receiving the benefit of all releases, limitations, exclusions, undertakings, covenants and indemnities in their favour and in favor of Paragon Parent contained in this Agreement, from which the Administrators will continue to benefit notwithstanding the termination of the agency of the Administrators or their discharge from office as Administrators of Paragon Parent.
16.2 Each of the Administrators has entered into this Agreement (and any other Reorganization Document or Implementation Agreement) acting as agents for and on behalf of the Paragon Parent and neither of the Administrators, nor any subsequent liquidator, nor any of their firm, members, partners, directors, officers, employees, advisers, representatives or agents shall incur any personal liability whatever in respect of any of the obligations undertaken by Paragon Parent or in respect of any failure on the part of Paragon Parent to observe, perform or comply with any such obligations; or under or in relation to any associated arrangements or negotiations; or under any document or assurance made pursuant to this Agreement (and any other Reorganization Document or Implementation Document).
16.3 The exclusion of liability set out in this Clause 16 (Administrators’ Liability) shall arise and continue notwithstanding the termination of the agency of the Administrators and shall operate as a waiver of any and all claims (including, but not limited to, claims in tort, equity and common law as well as under the laws of contract).
16.4 Each of the Administrators’ firm, its members, partners, directors, officers, employees, agents, advisers and representatives shall be entitled to rely on, enforce and enjoy the benefit of this Clause 16 (Administrators’ Liability) as if they were a party to this Agreement.
Administrator’s Liability. The Administrator assumes no liability for anything other than the services rendered and the facilities provided by it pursuant to Articles 2 and 3 hereof and neither the Administrator nor any of its directors, officers, employees or Affiliates shall be responsible for any action of the Issuer, the Delaware Trustee, the Funding Agreement Provider or the officers or employees thereof taken outside the scope of Articles 2 and 3 hereof and without direction from the Administrator. Without limiting the generality of the foregoing, it is agreed that the Administrator assumes no liability with respect to any of the Issuer's obligations under the Program Documents.
Administrator’s Liability. (a) The Administrator shall be responsible for the performance of only such duties and services as are set forth in Sections 3, 4 and 5 of this Agreement and, except as otherwise provided in Sections 3, 4, 5 and 6 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. In the absence of its fraud, gross negligence or willful default or misconduct with respect to the performance of duties hereunder or its reckless disregard of the obligations or duties hereunder, the Administrator shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(b) Except to the extent that the Administrator may be held liable pursuant to this Section 11, the Administrator shall be not be responsible for, and the Fund shall indemnify and hold harmless the Administrator and its officers, directors, employees, agents and nominees (any such person, an “Indemnified Party”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, reasonable attorneys’ fees and other expenses, including, but not limited to, those arising out of or attributable to the Indemnified Party’s performance or non performance of any duties under this Agreement; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of fraud, gross negligence or willful default or misconduct with respect to the performance of duties hereunder on the part of such Indemnified Person or by reason of such Indemnified Person’s reckless disregard of obligations and duties under this Agreement.
(c) Notwithstanding any other provision of this Agreement, this Agreement shall not be construed to protect any Trustee or officer of the Fund, or partner or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the 1940 Act.
Administrator’s Liability. 11 SECTION 7.2. STANDARD OF CARE................................................11
Administrator’s Liability. 14.2.1. In the absence of the Administrator's negligence, wilful default or fraud, the Administrator shall not be liable to the Trustees for losses, damages, costs or expenses caused to the Trustees or the Scheme. However, nothing in the Agreement shall exclude or in any way limit the Administrator's liability for death or personal injury caused by its negligence or any other liability to the extent the same may not be excluded or limited as a matter of law.
