Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser nor the officers, directors, employees, agents, or legal representatives (collectively, "Related Persons") of the Sub-Adviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-Adviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 5 contracts
Samples: Sub Advisory Agreement (Lend Lease Funds), Sub Advisory Agreement (Lend Lease Funds), Sub Advisory Agreement (Lend Lease Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directorsTrustees, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Trust, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Trust or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Trust or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Trust may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Mutual Funds), Investment Sub Advisory Agreement (Thrivent Mutual Funds), Investment Sub Advisory Agreement (Thrivent Mutual Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser nor the officers, directors, employees, agents, or legal representatives (collectively, "Related Persons") of the Sub-Adviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-Adviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 3 contracts
Samples: Sub Advisory Agreement (Streettracks Series Trust), Sub Advisory Agreement (SPDR INDEX SHARES FUNDS (Formerly streetTRACKS Index Shares Funds)), Sub Advisory Agreement (STREETTRACKS INDEX SHARES FUNDS (Formerly Fresco Index Shares Funds))
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Trust, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Trust or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Trust or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify Adviser, the Sub-Adviser Trust and its their repspective Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, negligence or the reckless disregard of the Adviser or any Related Person of the Adviser. The Sub-adviser’s obligations and duties under this Agreement. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Mutual Funds), Investment Sub Advisory Agreement (Thrivent Mutual Funds), Investment Sub Advisory Agreement (Thrivent Mutual Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its directors, officers, directorspartners, or employees, agents, or legal representatives affiliates, nor any person performing executive, administrative, trading, or other functions for the Company, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Company or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Company or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Company may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Management Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Homestead Funds Inc), Investment Sub Advisory Agreement (Homestead Funds Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directorsTrustees, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc), Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc), Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Trust, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Trust or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Trust or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, negligence or the reckless disregard of the Adviser or any Related Person of the Adviser. The Sub-adviser’s obligations and duties under this Agreement. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Mutual Funds), Investment Sub Advisory Agreement (Thrivent Mutual Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its directors, officers, directorspartners, or employees, agents, or legal representatives affiliates, nor any person performing executive, administrative, trading, or other functions for the Company, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Adviser, Company or Fund or (ii) any error of fact (including an omission of fact) or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Company or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Company may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-Adviser shall indemnify the Adviser adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Adviser/Company Related Persons under this Agreement or the Advisory Management Agreement, in each case, except to the extent such Damages result from any a Culpable Act of the Sub-Adviser adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Homestead Funds Inc), Investment Sub Advisory Agreement (Homestead Funds Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Trust, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Trust or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Trust or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Trust may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-adviser or its Related Persons. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Mutual Funds), Investment Sub Advisory Agreement (Thrivent Mutual Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Trust, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Adviser Trust or its Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Persons Person of Sub-adviser’s duties on behalf of the Trust or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or the reckless disregard of the Adviser or any Related Person of the Adviser’s obligations and duties under this Agreement. The Sub-Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Mutual Funds), Investment Sub Advisory Agreement (Thrivent Mutual Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify Adviser, the Sub-Adviser Fund and its their respective Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, negligence or the reckless disregard of the Adviser or any Related Person of the Adviser. The Sub-adviser’s obligations and duties under this Agreement. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc), Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directorspartners, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Company, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub- adviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "Related Persons") of the Sub-Adviser ), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by any the Company or Fund or its shareholders (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Sub-adviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Sub-Adviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Company or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-Adviser's obligations and duties adviser pursuant to this Agreement (each of which is hereby referred to as a "Culpable Act") under this Agreement). Neither Notwithstanding the Sub-Adviser nor its Related Persons foregoing, any stated limitations on liability shall be liable for not constitute a waiver or limitation of any error of judgment or mistake of law, or for any loss suffered by rights which the Adviser or its Related Persons the Company may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Management Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Homestead Funds Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser nor the officers, directors, employees, agents, or legal representatives (collectively, "Related Persons") of the Sub-Adviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Sub- Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. Neither the Sub-Adviser and its Related Persons nor the Adviser and its Related Persons shall be liable for delays or errors by reason of circumstances beyond their control, including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties, suspensions of trading, fire, mechanical breakdown, flood or catastrophe, "Acts of God," insurrection, war, riots or failure of communication or power supply; PROVIDED, HOWEVER, that the Sub-Adviser and its Related Persons or the Adviser and its Related Persons, as the case may be, have acted reasonably in preventing the occurrence of such events and eliminating the continuation of such events; PROVIDED further that neither the Adviser and its Related Persons nor the Sub-Adviser and its Related Persons, as the case may be, shall be liable for any consequential damages related thereto. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious meritorious, and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of willful misfeasance, bad faith or negligence or the Adviser or any Related Person reckless disregard of the Adviser's obligation and duties under this agreement. The Sub-Adviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub- adviser) or Sub-adviser in connection with Sub-adviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "Related Persons") of the Sub-Adviser ), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by any the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Sub- adviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Sub-Adviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the Sub-Adviser's obligations and duties of Sub- adviser pursuant to this Agreement (each of which is hereby referred to as a "Culpable Act") under this Agreement). Neither Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-Adviser nor its Related Persons shall be liable adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons errors in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or the reckless disregard of the Adviser or any Related Person of the Adviser's obligations and duties under this Agreement. The Sub-Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Lb Series Fund Inc/)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "Related Persons") of the Sub-Adviser ), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by any the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Sub-adviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Sub-Adviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or negligence in the performance by Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-Adviser's obligations and duties adviser pursuant to this Agreement (each of which is hereby referred to as a "Culpable Act") ). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under this Agreement. Neither the state or federal statutes or from responsibility or liability for errors by Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, negligence or the reckless disregard of the Adviser or any Related Person of the Adviser. The Sub-adviser's obligations and duties under this Agreement. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors/trustees, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-adviser or its Related Persons. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directorspartners (?), or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Company, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Company or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Company or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Company may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Management Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Homestead Funds Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser nor the officers, directors, employees, agents, or legal representatives (collectively, "Related Persons") of the Sub-Adviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-Adviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.reasonable
Appears in 1 contract
Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any of its officers, trustees, directors, agents, employees or controlling persons and any other person or entity affiliated with the Sub-Adviser adviser, nor the officersany person performing executive, directorsadministrative, employees, agentstrading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Fund may have under any applicable federal securities laws. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-adviser or its Related Persons. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons. Notwithstanding anything herein to the contrary, the Sub-Adviser shall not be liable to the Adviser or any of its Related Persons or to the Fund or its shareholders for (i) any acts of the Adviser or any other subadviser to the Fund with respect to any portion of the assets of the Fund not managed by the Sub-adviser and (ii) acts of the Sub-adviser which result from or are based upon acts of the Adviser, including, but not limited to, failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to the Fund, which records are not also maintained by the Sub-adviser, otherwise available to the Sub-adviser upon reasonable request. The Adviser shall indemnify the Sub-adviser and its Related Persons from all Damages arising from the conduct of the Fund and any other subadviser with respect to the portion of the Fund’s assets not allocated to the Sub-adviser and with respect to any other portfolio of the Fund.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors/trustees, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the (i) performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons, or (ii) with respect to the Portfolio, any untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto, or the omission of a material fact required to be stated in such Registration Statement necessary to make the statements therein not misleading, provided that such untrue statements or omissions were not the result of information provided to Adviser by Sub-adviser.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser nor the officers, directors, employees, agents, or legal representatives (collectively, "Related Persons") of the Sub-Adviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. Neither the Sub-Adviser and its Related Persons nor the Adviser and its Related Persons shall be liable for delays or errors by reason of circumstances beyond their control, including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties, suspensions of trading, fire, mechanical breakdown, flood or catastrophe, "Acts of God," insurrection, war, riots or failure of communication or power supply; PROVIDED, HOWEVER, that the Sub-Adviser and its Related Persons or the Adviser and its Related Persons, as the case may be, have acted reasonably in preventing the occurrence of such events and eliminating the continuation of such events; PROVIDED further that neither the Adviser and its Related Persons nor the Sub-Adviser and its Related Persons, as the case may be, shall be liable for any consequential damages related thereto. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious meritorious, and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of 108484 7 DRAFT 10/09/2000 or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of willful misfeasance, bad faith or negligence or the Adviser or any Related Person reckless disregard of the Adviser's obligations and duties under this Agreement. The Sub-Adviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, employees, agents, or legal representatives employees (collectively, "Related Persons") ), nor any person performing executive, administrative, trading, or other functions for the Fund, the Portfolio (at the direction or request of the Sub-Adviser adviser) or Sub-adviser in connection with Sub- adviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by any the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Sub-adviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Sub-Adviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-Adviser's obligations and duties adviser pursuant to this Agreement (each of which is hereby referred to as a "Culpable Act") under this Agreement). Neither Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-Adviser nor its Related Persons shall be liable for adviser from any error of judgment responsibility or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the liability Sub-Adviser adviser may have under state or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the federal statutes. Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-adviser or its Related Persons. Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Lb Series Fund Inc/)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Trust, the Fund (at the direction or request of Sub-adviser) or Sub- adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Trust or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Trust or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify Adviser, the Sub-Adviser Trust and its their respective Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, negligence or the reckless disregard of the Adviser or any Related Person of the Adviser. The Sub-adviser’s obligations and duties under this Agreement. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Mutual Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Su-adviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "Related Persons") of the Sub-Adviser ), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by any the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Sub-adviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Sub-Adviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-Adviser's obligations and duties adviser pursuant to this Agreement (each of which is hereby referred to as a "Culpable Act") under this Agreement). Neither Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-Adviser nor its Related Persons shall be liable adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons errors in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or the reckless disregard of the Adviser or any Related Person of the Adviser. The Sub-adviser's obligations and duties under this Agreement. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons and hold them harmless from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Lb Series Fund Inc/)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser nor the officers, directors, employees, agents, or legal representatives (collectively, "Related Persons") of the Sub-Adviser shall be liable for any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. Neither the Sub-Adviser and its Related Persons nor the Adviser and its Related Persons shall be liable for delays or errors by reason of circumstances beyond their control, including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties, suspensions of trading, fire, mechanical breakdown, flood or catastrophe, "Acts of God," insurrection, war, riots or failure of communication or power supply; PROVIDED, HOWEVER, that the Sub-Adviser and its Related Persons or the Adviser and its Related Persons, as the case may be, have acted reasonably in preventing the occurrence of such events and eliminating the continuation of such events; PROVIDED further that neither the Adviser and its Related Persons nor the Sub-Adviser and its Related Persons, as the case may be, shall be liable for any consequential damages related thereto. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious meritorious, and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of willful misfeasance, bad faith or negligence or the Adviser or any Related Person reckless disregard of the Adviser's obligations and duties under this Agreement. The Sub-Adviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, 108484 7 in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "Related Persons") of the Sub-Adviser ), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by any the Fund or its shareholders Portfolio or (ii) any error of fact or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Sub-adviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Sub-Adviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or negligence in the performance by Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-Adviser's obligations and duties adviser pursuant to this Agreement (each of which is hereby referred to as a "Culpable Act") under this Agreement). Neither Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-Adviser nor its Related Persons shall be liable adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for any error of judgment or mistake of law, or for any loss suffered by the Adviser or its Related Persons errors in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, negligence or the reckless disregard of the Adviser or any Related Person of the Adviser's obligations and duties under this Agreement. The Sub-Adviser shall indemnify the Adviser Sudadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Lb Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its directors, officers, directorspartners, employees, agents, or legal representatives affiliates, nor any person performing executive, administrative, trading, or other functions for the Company, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser's discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "Related Persons") of the Sub-Adviser ), shall be liable for (i) any error of judgment or mistake of law, law or for any loss suffered by any the Adviser, Company or Fund or its shareholders (ii) any error of fact (including an omission of fact) or mistake of law contained in connection with the matters to which this Agreement relates; any report or data provided thatby Sub-adviser, except as set forth in the succeeding paragraphfor any error, no provision of this Agreement shall be deemed to protect the Sub-Adviser mistake or its Related Persons against any liability to which it might otherwise be subject by reason of any loss resulting from willful misfeasance, bad faith faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser's duties on behalf of the Company or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-Adviser's obligations and duties adviser pursuant to this Agreement (each of which is hereby referred to as a "Culpable Act") under this Agreement). Neither Notwithstanding the Sub-Adviser nor its Related Persons foregoing, any stated limitations on liability shall be liable for not constitute a waiver or limitation of any error of judgment or mistake of law, or for any loss suffered by rights which the Adviser or its Related Persons the Company may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser shall indemnify the Sub-Adviser adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities Damages (collectively, "Damages"as defined below) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Adviser/Company Related Persons hereunder (as defined below) under this Agreement or the Management Agreement, in each case, except to the extent such Damages result from any a Culpable Act of the Adviser or any Related Person of the Adviser. The Sub-Adviser shall indemnify the Adviser and its Related Persons from and against any Damages arising directly adviser or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Homestead Funds Inc)
Liability of Sub-adviser; Indemnification. Neither the (a) The Sub-Adviser nor assumes no responsibility under this Agreement other than to render the officersservices called for hereunder to the Collateral Manager in good faith. The Sub-Adviser shall not be responsible for any action or inaction of the Collateral Manager in declining to follow any advice, directors, employees, agentsrecommendation, or legal representatives (collectively, "Related Persons") direction of the Sub-Adviser. The Sub-Adviser shall be liable have no liability to the Collateral Manager, the Issuer or any other Person for any act, omission, error of judgment or judgment, mistake of law, or for any loss suffered by claim, loss, liability, damage, judgment, settlement, cost or other expense (including attorney’s fees and expenses) arising out of or with respect to any Fund investment, or for any other act or omission in the performance of its shareholders in connection with the matters to which this Agreement relates; provided thatobligations hereunder, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against for any liability to which it might otherwise would be subject by reason of any willful misfeasance, bad faith or gross negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of lawin performance, or for any loss suffered by the Adviser or reckless disregard, of its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "Damages") arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act of the Adviser or any Related Person of the Adviserobligations hereunder. The Sub-Adviser shall not be liable for any consequential, special, punitive, exemplary or treble damages or lost profits hereunder.
(b) The Collateral Manager shall reimburse, indemnify and hold harmless the directors, managers, members, officers and employees of the Sub-Adviser and any of its Related Persons Affiliates from any and against all actual and reasonable out-of-pocket expenses, losses, damages, liabilities, demands, charges and claims of any Damages nature whatsoever (including reasonable attorneys’ fees and expenses), as are incurred in investigating, preparing, pursuing or defending any Proceeding or investigation with respect to any pending or threatened litigation caused by, or arising directly or indirectly out of or in connection with with, any acts or omissions of the Sub-Adviser, its directors, managers, members, officers, stockholders, agents and employees made in good faith and in the performance of services by the Adviser or its Related Persons Sub-Adviser’s duties under this Agreement except to the extent resulting from such person’s bad faith, willful misfeasance, gross negligence or reckless disregard of its duties hereunder. The Sub-Adviser, its directors, managers, members, officers, stockholders, agents and employees may consult with counsel and accountants with respect to the Advisory Agreement, in each caseaffairs of the Collateral Manager and shall be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such Damages result from action or failure to act is taken or made in good faith and is in accordance with the advice or opinion of such counsel or accountants if such counsel or accountants were selected with reasonable care.
(c) The provisions of this Section 9 shall survive the termination of this Agreement for any Culpable Act of the Sub-Adviser or any of its Related Personsreason whatsoever.
Appears in 1 contract
Samples: Sub Collateral Management Agreement (Garrison Capital Inc.)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors/trustees, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with (i) the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons, or (ii) with respect to the Portfolio, any untrue statement of a material fact contained in the Prospectus, including any amendment thereof or any supplement thereto, or the omission of a material fact required to be stated in such Prospectus necessary to make the statements therein not misleading, provided that such untrue statements or omissions were not the result of information provided to Adviser by Sub-adviser.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Adviser Fund or its Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Persons Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or the reckless disregard of the Adviser or any Related Person of the Adviser’s obligations and duties under this Agreement. The Sub-Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors/trustees, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons"”) of the Sub-Adviser shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolios or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Subadvisory Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”).2 Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser or its Related Persons from any responsibility or liability for errors committed by Sub-adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Subadvisory Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Adviser Fund or its Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Persons in connection with the matters to which Person of Sub-adviser’s duties under this Agreement relates; provided that on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this provision Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not be deemed to protect the relieve Sub-Adviser adviser from any responsibility or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Personsadviser may have under federal statutes. The Adviser Sub-adviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser or any Related Person of the AdviserAct. The Sub-Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of willful misfeasance, bad faith, or gross negligence in the Sub-performance by the Adviser or any of its Related PersonsPersons of Adviser’s duties under the Agreement or Advisory Agreement on behalf of the Fund or Portfolio or from reckless disregard by the Adviser or any of its Related Persons of the duties of Adviser pursuant to this Agreement or the Advisory Agreement.
Appears in 1 contract
Samples: Investment Subadvisory Agreement (Thrivent Series Fund Inc)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Trust, the Fund (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Trust or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Trust or Fund or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser or its Related Persons in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the execution of trade orders. Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by the Sub-Adviser or its Related Persons. The Adviser adviser shall indemnify Adviser, the Sub-Adviser Trust and its their respective Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser adviser or its Related Persons hereunder to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, negligence or the reckless disregard of the Adviser or any Related Person of the Adviser. The Sub-adviser’s obligations and duties under this Agreement. Adviser shall indemnify the Adviser Sub-adviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act of the Sub-Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Mutual Funds)
Liability of Sub-adviser; Indemnification. Neither the Sub-Adviser adviser nor the any of its officers, directorsDirectors, or employees, agentsnor any person performing executive, administrative, trading, or legal representatives other functions for the Fund, the Portfolio (at the direction or request of Sub-adviser) or Sub-adviser in connection with Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement (collectively, "“Related Persons") of the Sub-Adviser ”), shall be liable for (i) any error of judgment or mistake of law, or for any loss suffered by any Fund or its shareholders in connection with the matters to which this Agreement relates; provided that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence or the reckless disregard of the Sub-Adviser's obligations and duties (each of which is hereby referred to as a "Culpable Act") under this Agreement. Neither the Sub-Adviser nor its Related Persons shall be liable for any error of judgment or mistake of law, law or for any loss suffered by the Fund or Portfolio or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser or such Related Person of Sub-adviser’s duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser or any such Related Person of the duties of Sub-adviser pursuant to this Agreement (each of which is referred to as a “Culpable Act”). Notwithstanding the foregoing, any stated limitations on liability shall not constitute a waiver or limitation of any rights which the Adviser or its Related Persons the Fund may have under any applicable federal securities laws, and shall not relieve Sub-adviser from any responsibility or liability for errors committed by Sub-adviser in connection with the matters to which this Agreement relates; provided that this provision shall not be deemed to protect the Sub-Adviser or its Related Persons against any liability to which it might otherwise be subject by reason execution of any Culpable Act by the Sub-Adviser or its Related Personstrade orders. The Adviser Subadviser shall indemnify the Sub-Adviser and its Related Persons and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, "“Damages"”) arising directly or indirectly out of or in connection with the performance of services by the Sub-Adviser Subadviser or its Related Persons hereunder to the extent such Damages result from any a Culpable Act of the Adviser Subadviser or any its Related Person of the AdviserPersons. The Sub-Adviser shall indemnify the Adviser Subadviser and its Related Persons from and against any Damages arising directly or indirectly out of or in connection with the performance of services by the Adviser or its Related Persons under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from any Culpable Act willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-its duties by Adviser or any of its Related Persons.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Thrivent Series Fund Inc)
