Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form.

Indemnification and Limitation on Liability. a) The EmployeeXxxxxx Group shall be entitled to rely upon any written instructions or directions furnished to it by an appropriate Officer of the Equity Fund (President, EmployerVice President, and Custodian intend that Secretary, Assistant Secretary or Treasurer) in conformity with the Custodian provisions of this Agreement. The Xxxxxx Group shall have and exercise no discretion, not be under any duty or obligation to inquire into the validity or invalidity or authority or responsibility as lack thereof of any instruction or direction from an Officer of the Equity Fund which conforms to any investment the applicable requirements of this Agreement and which The Xxxxxx Group reasonably believes to be genuine. b) The Equity Fund will indemnify The Xxxxxx Group against and hold it harmless from all liability and expense which may arise out of, or, in connection with the Custodial Accountservices described in this Agreement or the instructions or directions furnished to The Xxxxxx Group relating to this Agreement by an appropriate Officer of the Equity Fund, and except for any liability or expense which shall arise out of the Custodian negligence, bad faith or willful misconduct of The Xxxxxx Group. c) The Xxxxxx Group shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian Equity Fund harmless from and against any and all losses, damages, costs charges, counsel fees, payments, expenses, and liability arising out of, or, attributable to the Xxxxxx Group’s negligence, bad faith, or, willful misconduct. d) At its election, Equity Fund may assume the defense of any action giving rise to Equity Fund’s indemnification obligations pursuant to this section. The Xxxxxx Group hereby agrees to advise Equity Fund of any claim or assertion that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation could give rise to indemnification obligations of Equity Fund promptly after receipt of the provisions notice thereof; provided however, that The Xxxxxx Group’s right to indemnification hereunder shall not be limited by its failure to promptly advise Equity Fund of ERISA a claim or Regulations promulgated thereunder. assertion, except to the extent that Equity Fund is prejudiced by such failure. e) The Custodian shall be under no duty to question any direction name H&Q Life Sciences Investors is the designation of the Employee Trustees fro the time being under an Amended and Restated Declaration of Trust dated April 21, 1987, as amended, and all persons dealing with respect H&Q Healtcare Investors must look solely to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition trust property for enforcement of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiaryclaim against Equity Fund, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all as none of the Employee's power Trustees, officers and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation formShareholders of Equity Fund assume any personal liability for obligations entered into on behalf of Equity Fund.

Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment AdvisorAdviser, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor Adviser shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor Adviser may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form.

Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form. Expenses The Custodian shall be paid out of the Custodial Account for expenses of administration, including the fees of counsel employed by the Custodian relating directly to administration of or claims against or on behalf of the Custodial Account, taxes, and its fees for maintaining the Custodial Account which are set forth in the Application or in accordance with any schedule of fees subsequently adopted by the Custodian. The Custodian may sell Investment Company Shares and use the proceeds of sale to pay the foregoing expenses. Resignation and Removal The Investment Advisor may remove the Custodian at any time. The Custodian may resign as Custodian of any Employee's Custodial Account upon sixty (60) days' prior notice to the Investment Advisor.