Advisor’s Duty of Care Sample Clauses

Advisor’s Duty of Care. The Advisor shall discharge its duties with respect to the Subaccount solely in the interests of the participants in the Plans and their beneficiaries with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Advisor shall not be responsible for the operation or administration of the Trusts or the Plans. The Advisor shall have no investment advisory responsibilities other than those expressly provided in this Agreement. The Advisor shall discharge its duties in accordance with the requirements of ERISA, other applicable law and this Agreement.
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Advisor’s Duty of Care. Neither Advisor, each of its members, officers, employees and other applicable representative, nor their respective successors, assignees and transferees, will be responsible or liable for any action performed or omitted to be performed in good faith or at the direction of Client, or for any errors in judgment with respect to the Account, except by reason of acts or omissions found to have been the result of Advisor’s gross negligence, fraud or willful misconduct of the performance or non-performance of its duties under this Agreement. Advisor and each of its members, officers, employees and other applicable representative as well as their respective successors, assignees and transferees will not be responsible for any loss incurred by reason of any act or omission of Broker or Custodian. Advisor, in the maintenance of its records, does not assume responsibility for the accuracy of information furnished by Client, Custodian, Broker or any other third-party over which Advisor does not have control. Except as expressly set forth in this Agreement, it is agreed that Advisor has no other discretion, duty or responsibility whatsoever with respect to the control, management or administration of the Account. Certain federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement shall in any way constitute a waiver or limitation of any of the rights that Client may have under such laws.
Sample 1Sample 2
Advisor’s Duty of Care. The Advisor shall discharge its duties with respect to the Subaccount solely in the interests of the participants in the Plans and their beneficiaries with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Advisor shall have no duty, responsibility, or liability in connection with the operation or administration of, or the selection and designation of the strategy or objectives for, the Trusts or the Plans. The Advisor shall have no investment advisory responsibilities other than those expressly provided in this Agreement. The Advisor will be responsible for complying with the diversification requirements, if any, set forth in Appendix C or the prospectus of the ABA Members Collective Trust, as in effect from time to time, but will have no responsibility to determine whether the total assets of the Trusts or Plans are invested in a manner that satisfies any diversification requirement applicable to the Trusts or Plans. If there is any inconsistency between the diversification requirements specified in Appendix C and those set out in the current version of the prospectus as amended from time to time, the diversification requirements specified in Appendix C will take priority and will apply to the extent of such inconsistency, provided, however, that any amendment to Appendix C provided to the Advisor in order to address such inconsistency shall be effective upon delivery to the Advisor. The Advisor shall not be responsible for the operation or administration of the Trusts or the Plans. The Advisor shall have no investment advisory responsibilities other than those expressly provided in this Agreement. The Advisor shall otherwise discharge its duties in accordance with the requirements of ERISA, other applicable law regulation or order of a court or governmental body (“Applicable Law”) and this Agreement.
Sample 1Sample 2
Advisor’s Duty of Care. The Advisor shall discharge its duties with respect to the Subaccount solely in the interests of the participants in the Plans and their beneficiaries with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Advisor shall only be responsible for the investment and reinvestment of those assets of the Fund designated by the Trustee as subject to the Advisor’s management and has no knowledge of the assets, liabilities, or any other information concerning the Plans other than the assets of the Subaccount. The Advisor shall not be responsible for the operation or administration of the Trusts or the Plans. The Advisor shall have no investment advisory responsibilities other than those expressly provided in this Agreement. The Advisor shall discharge its duties in accordance with the requirements of ERISA, other Applicable Law and this Agreement. The Trustee acknowledges that Advisor provides investment advice and recommendations solely based on the output of its quantitative models and does not make any determination independent of its quantitative models as to the advisability of investing in a particular company. The foregoing shall not be construed to limit the Advisor’s duty of care hereunder.
Sample 1Sample 2
Advisor’s Duty of Care. The Advisor shall discharge its duties with respect to the Subaccount solely in the interests of the participants in the Plans invested in the Trusts and their beneficiaries with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Advisor shall not be responsible for the operation or administration of the Trusts, the ABA RF, State Street Bank, the Trustee, the ABA Members Collective Trust or the Plans. The Advisor shall have no investment advisory responsibilities other than those expressly provided in this Agreement. The Advisor shall discharge its duties in accordance with the requirements of ERISA, other Applicable Law and this Agreement.
Sample 1
Advisor’s Duty of Care. Neither Advisor nor any of its principals, employees, or affiliates will be responsible for any action, performed or omitted to be performed in good faith or at the direction of Client, or for any errors in judgment in managing the Account. Advisor and its principals, employees, and affiliates will not be responsible for any loss incurred by reason of any act or omission of any broker-dealer or Custodian; provided, however, that Advisor shall make reasonable efforts to require that broker-dealer and Custodians perform their respective obligations. Advisor, in maintaining its records, does not assume responsibility for the accuracy of information furnished by the Client, Custodian, or any other third-party over which Advisor does not have control. Except as expressly set forth in this Agreement, Advisor shall have no discretion, duty, or responsibility whatsoever with respect to the control, management, or administration of the Account. Nothing herein in any way constitutes a waiver or limitation of any of the obligations that Advisor may have under applicable law.
Sample 1
Advisor’s Duty of Care. The Advisor shall discharge its duties with respect to the Subaccount solely in the interests of the participants in the Plans and their beneficiaries with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Advisor shall not be responsible for the operation or administration of the Trusts or the Plans. The Advisor shall have no investment advisory or other responsibilities other than those expressly provided in this Agreement and shall have no liability to the ABA Members Plans, Fund, ABA Members Collective Trust, Trustee, ABA RF, the Indemnified Persons or any other person, natural or corporate, that is related to or provides services to the ABA Members Plans, Fund, ABA Members Collective Trust, Trustee, ABA RF or the Indemnified Persons, except to the extent provided in this Agreement or as otherwise required by Applicable Law. The Advisor shall discharge its duties to the Trustee in accordance with the requirements of ERISA, other Applicable Law and this Agreement.
Sample 1
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Advisor’s Duty of Care. The Advisor shall discharge its duties with respect to the Subaccount solely in the interests of the participants in the Plans and their beneficiaries with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Advisor shall not be responsible for the operation or administration of the Trusts or the Plans and shall not be responsible for acting as wrap administrator in respect of any wrap contract, synthetic GIC or other benefit responsive agreement which may be obtained in respect of the Subaccount or the Fund, including any review or proposing of any amendments to such benefit responsive agreement in light of this appointment and the terms of this Agreement, nor to provide any reporting or disclosure to, or request any consent or approval from, the issuer of any wrap contract and the Advisor shall not be responsible for breach of any benefit responsive agreement to the extent the Advisor has acted in compliance with this Agreement. The Advisor shall have no investment advisory responsibilities other than those expressly provided in this Agreement. The Advisor shall discharge its duties in accordance with the requirements of ERISA, other applicable law and this Agreement.
Sample 1
Advisor’s Duty of Care. The Advisor shall discharge its duties with respect to the Subaccount solely in the interests of the participants in the Plans and their beneficiaries with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. The Advisor shall have no duty, responsibility, or liability in connection with the operation or administration of, or the selection and designation of the strategy or objectives for, the Trusts or the Plans. The Advisor shall have no investment advisory responsibilities other than those expressly provided in this Agreement. The Advisor will be responsible for complying with the diversification requirements, if any, set forth in Appendix B or the prospectus of the ABA Members Collective Trust, as in effect from time to time , but will have no responsibility to determine whether the total assets of the Trusts or Plans are invested in a manner that satisfies any diversification requirement applicable to the Trusts or Plans. The Advisor shall otherwise discharge its duties in accordance with the requirements of ERISA, any applicable law, regulation or order of a court or governmental body (“Applicable Law”) and this Agreement.
Sample 1

Related to Advisor’s Duty of Care

  • Duty of Care It is understood and agreed that, in furnishing the Company with the services as herein provided, neither the Transfer Agent, nor any officer, director or agent thereof shall be held liable for any loss arising out of or in connection with their actions under this Agreement so long as they act in good faith and with due diligence, and are not negligent or guilty of any willful misconduct. It is further understood and agreed that the Transfer Agent may rely upon information furnished to it reasonably believed to be accurate and reliable. In the event the Transfer Agent is unable to perform its obligations under the terms of this Agreement because of an act of God, strike or equipment or transmission failure reasonably beyond its control, the Transfer Agent shall not be liable for any damages resulting from such failure.

  • Liability; Standard of Care Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser’s duties and obligations under this Agreement.

  • Disclaimer; Standard of Care The Service Provider makes no representations or warranties, express or implied, in respect of the Services. In no event will the Service Provider or its Related Parties be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct by the Service Provider as determined by a final, non-appealable determination of a court of competent jurisdiction.

  • Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio 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.

  • Duty of Cooperation Each party hereto shall cooperate fully with the other party hereto in all reasonable respects in order to accomplish the objectives of this Agreement.

  • The Collateral Agent’s Duty of Care Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Collateral Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all rights in the Pledged Collateral, and the Collateral Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral.

  • Duty of Loyalty Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty to act at all times in the best interests of Company. In keeping with such duty, Executive shall make full disclosure to Company of all business opportunities pertaining to Company’s business and shall not appropriate for Executive’s own benefit business opportunities concerning Company’s business.

  • DUTY OF CARE; INDEMNIFICATION The Agent will at all times act in good faith and exercise reasonable care in performing its duties hereunder. The Agent will not be liable or responsible for delays or errors resulting from circumstances beyond its control, including acts of civil or military authorities, national emergencies, labor difficulties, fire, mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply. The Agent may rely on certifications of the Clerk, the President, the Vice Chairman, the Executive Vice President, the Senior Vice President or the Treasurer of the Fund as to any action taken by the shareholders or Trustees, and upon instructions not inconsistent with this Agreement received from the President, Vice Chairman, the Executive Vice President, the Senior Vice President or the Treasurer of the Fund. If any officer of the Fund shall no longer be vested with authority to sign for the Fund, written notice thereof shall forthwith be given to the Agent by the Fund and, until receipt of such notice by it, the Agent shall be entitled to recognize and act in good faith upon certificates or other instruments bearing the signatures or facsimile signatures of such officers. The Agent may request advice of counsel for the Fund, at the expense of the Fund, with respect to the performance of its duties hereunder. The Fund will indemnify and hold the Agent harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable fees and expenses of counsel) arising out of (i) any action taken by the Agent in good faith consistent with the exercise of reasonable care in accordance with such certifications, instructions or advice, (ii) any action taken by the Agent in good faith consistent with the exercise of reasonable care in reliance upon any instrument or certificate for securities believed by it (a) to be genuine, and (b) to be executed by any person or persons authorized to execute the same; provided, however, that the Agent shall not be so indemnified in the event of its failure to obtain a proper signature guarantee to the extent the same is required by the Declaration of Trust, Bylaws, current Prospectus or Statement of Additional Information of the Fund or a vote of the Trustees, and such requirement has not been waived by vote of the Trustees, or (iii) any other action taken by the Agent in good faith consistent with the exercise of reasonable care in connection with the performance of its duties hereunder. In the event that the Agent proposes to assert the right to be indemnified under this Section 7 in connection with any action, suit or proceeding against it, the Agent shall promptly after receipt of notice of commencement of such action, suit or proceeding notify the Fund of the same, enclosing a copy of all papers served. In such event, the Fund shall be entitled to participate in such action, suit or proceeding, and, to the extent that it shall wish, to assume the defense thereof, and after notice from the Fund to the Agent of its election so to assume the defense thereof the Fund shall not be liable to the Agent for any legal or other expenses. The parties shall cooperate with each other in the defense of any such action, suit or proceeding. In no event shall the Fund be liable for any settlement of any action or claim effected without its consent.

  • Remarketing Agent's Performance; Duty of Care The duties and obligations of the Remarketing Agent shall be determined solely by the express provisions of the Transaction Documents. No implied covenants or obligations of or against the Remarketing Agent shall be read into any of the Transaction Documents. In the absence of bad faith, willful misconduct or gross negligence on the part of the Remarketing Agent, the Remarketing Agent may conclusively rely upon any document furnished to it, as to the truth of the statements expressed in any of such documents. The Remarketing Agent shall be protected in acting upon any document or communication reasonably believed by it to have been signed, presented or made by the proper party or parties. The Remarketing Agent shall have no obligation to determine whether there is any limitation under applicable law on the Reset Rate on the Notes or, if there is any such limitation, the maximum permissible Reset Rate on the Notes, and it shall rely solely upon written notice from the Company (which the Company agrees to provide prior to the third Business Day before the applicable Remarketing Date) as to whether or not there is any such limitation and, if so, the maximum permissible Reset Rate. The Remarketing Agent, acting under this Agreement, shall incur no liability to the Company or to any holder of Remarketed Notes in its individual capacity or as Remarketing Agent for any action or failure to act, on its part in connection with a Remarketing or otherwise, except if such liability is (a) judicially determined to have resulted from its failure to comply with the terms of this Agreement or bad faith, gross negligence or willful misconduct on its part or (b) determined pursuant to Section 7 or 8 of this Agreement. The provisions of this Section 11 shall survive the termination of this Agreement and shall survive the resignation or removal of the Remarketing Agent pursuant to this Agreement.

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