Liability and Indemnification of the Manager Sample Clauses

Liability and Indemnification of the Manager. (a) Subject to Subsection 12.4(b), the Company will indemnify and save the Manager harmless from and against any loss, liability, claim, demand, damage, expense, injury or death (including, without limiting the generality of the foregoing, legal fees) resulting from any acts or omissions of the Manager or its officers, employees or agents.
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Liability and Indemnification of the Manager. 17. The Manager, its affiliates and their respective duly appointed agents, representatives, directors, officers and employees and each of them (“Indemnitees”) shall at all times be indemnified and saved harmless by each Trust out of the assets of the Trust from and against any and all claims, liabilities, damages, losses, judgments, amounts paid in settlement, penalties or fines whatsoever, including costs, charges and expenses (and legal expenses) actually and reasonably incurred in connection therewith, brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Manager for that Trust and also from and against all other costs, charges, and expenses it may actually and reasonably sustain or incur in or about or in relation to the performance of its duties hereunder for that Trust. It is the intention of each Trust to constitute the Manager a trustee for each Indemnitee, with respect to the covenants of the Trust under this Section 17 as it applies to the Manager, and the Manager agrees to accept such trust and to hold and enforce such covenants on behalf of such Indemnitees. The Manager, its directors, officers and employees shall not be personally liable for any taxes, assessments or governmental charges which may be levied or assessed on any basis whatsoever in connection with the performance of the Manager’s duties under this Agreement, excepting only those income taxes assessed against the Manager in its corporate capacity arising out of its compensation under this Agreement. The Manager shall not be liable to any Trust or to any security holder for any loss or damage relating to any matter regarding such Trust, including any loss or diminution in the net asset value of the Trust or of any series of Units of the Trust. Nothing herein shall be deemed to protect the Manager against any liability to a Trust and security holders in any circumstance where there has been a failure of the Manager:
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Liability and Indemnification of the Manager a) The standard of care and duty of the Manager shall be that the Manager shall discharge and execute its duties honestly, in good faith and in the best interests of the Fund and its Unitholders, and in connection therewith shall exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Manager shall protect and indemnify the Fund and the Trustee from and against all losses, claims, costs, damages and liabilities caused by or arising, directly or indirectly, by reason of the failure of the Manager to comply with the standards provided in the preceding sentence.
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Liability and Indemnification of the Manager. The Manager and its officers, directors. employees and agents: (collectively referred to in this Section 5.4 as "THE MANAGER") shall not be liable, responsible or accountable in damages or otherwise to the Venture or the other Participants for, and the Venture shall indemnify and save harmless the Manager from any loss or damage incurred by reason of. any act or omission performed or omitted by it in good faith on behalf of the Venture and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement and in the best interests of the Venture irrespective of whether such loss or damage results from the ordinary sole, concurrent or comparative negligence of the Manager. provided that the Manager was not guilty of gross negligence or willful misconduct with respect to such acts or omissions. Any act or omission performed or omitted by the Manager on advice of legal counsel or an independent consultant or with the consent or approval of the other Participants shall be conclusively deem to have been performed or omitted in good faith.
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Liability and Indemnification of the Manager. Business Manager and ------------------------------------------------------------------ Member Designees ----------------
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Related to Liability and Indemnification of the Manager

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

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