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.
Sample 1Sample 2Sample 3See All (53)
AutoNDA by SimpleDocs
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 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 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 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. 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
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
AutoNDA by SimpleDocs
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
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

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.

  • 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.

  • Duty of Care and Indemnification 5.1 MSDW TRUST shall not be responsible for, and the Fund shall indemnify and hold MSDW TRUST harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of MSDW TRUST or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct. (b) The Fund's refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund's lack of good faith, negligence or willful misconduct or which arise out of breach of any representation or warranty of the Fund hereunder. (c) The reliance on or use by MSDW TRUST or its agents or subcontractors of information, records and documents which (i) are received by MSDW TRUST or its agents or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or any other person or firm on behalf of the Fund. (d) The reliance on, or the carrying out by MSDW TRUST or its agents or subcontractors of, any instructions or requests of the Fund. (e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities or Blue Sky laws of any State or other jurisdiction that notice of offering of such Shares in such State or other jurisdiction or in violation of any stop order or other determination or ruling by any federal agency or any State or other jurisdiction with respect to the offer or sale of such Shares in such State or other jurisdiction. 5.2 MSDW TRUST shall indemnify and hold the Fund harmless from or against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by MSDW TRUST as a result of the lack of good faith, negligence or willful misconduct of MSDW TRUST, its officers, employees or agents. 5.3 At any time, MSDW TRUST may apply to any officer of the Fund for instructions, and may consult with legal counsel to the Fund, with respect to any matter arising in connection with the services to be performed by MSDW TRUST under this Agreement, and MSDW TRUST and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. MSDW TRUST, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to MSDW TRUST or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. MSDW TRUST, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signature of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar. 5.4 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 5.5 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder. 5.6 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent.

  • QUALITY OF CARE (a) The PHP shall assure that any and all eligible beneficiaries receive partial hospitalization services which comply with standards in Article 3.3

  • 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.

  • 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.

  • General Standard of Care The Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to the Funds for all loss, damage and expense incurred or suffered by the Funds, resulting from the failure of the Custodian to exercise such reasonable care and diligence or from any other breach by the Custodian of the terms of this Agreement.

  • Duty of Confidence Subject to the other provisions of this Article 8, all Confidential Information disclosed by a Party or its Affiliates under this Agreement will be maintained in confidence and otherwise safeguarded by the recipient Party. The recipient Party may only use the Confidential Information for the purposes of this Agreement and pursuant to the rights granted to the recipient Party under this Agreement. Subject to the other provisions of this Article 8, each Party shall hold as confidential such Confidential Information of the other Party or its Affiliates in the same manner and with the same protection as such recipient Party maintains its own confidential information. Subject to the other provisions of this Article 8, a recipient Party may only disclose Confidential Information of the other Party to employees, agents, contractors, consultants and advisers of the Party and its Affiliates and to Third Parties (including, in the case of Protiva, Sublicensees and their Affiliates) but in each case only to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement and only if such Persons are bound to maintain the confidentiality of the Confidential Information in a manner consistent with the confidentiality provisions of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!