Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Advisor Indemnitees”) against any and all direct Losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.
Liability of the Advisor. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Advisor, the Advisor shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 0000 Xxx) against any and all direct Losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Advisor Indemnities”) against any and all direct Losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation, or (b) the Advisor’s willful misfeasance, bad faith, or gross negligence generally in the performance of its duties hereunder; or its reckless disregard of its obligations and duties under this Agreement.
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor, any affiliated entity of the Sub-Advisor that provides material financial support to the Sub-Advisor with respect to the Fund, and any officer, director or employee of the Sub- Advisor, or such an affiliated entity (collectively, the “Advisor Indemnitees”) against any and all Losses by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule or regulation, or (b) the Advisor’s willful misfeasance, bad faith or gross negligence or its reckless disregard of its obligations and duties under this Agreement.
Liability of the Advisor. Neither the Advisor nor its officers, directors, employees, agents, affiliated persons or controlling persons or assigns shall be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of securities transactions of a Fund; provided that nothing in this Agreement shall be deemed to protect the Advisor against any liability to a Fund or its shareholders to which the Advisor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or obligations hereunder or by reason of its reckless disregard of its duties or obligations hereunder.
Liability of the Advisor. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder, the Advisor shall not be subject to liability to the Series or to any shareholder of the Series for any act or omission in the course of, or connected with, rendering advice or services hereunder or for any losses that may be sustained in the purchase, retention or sale of any security. No provision of this agreement shall be construed to protect any trustee or officer of the Trust or any director or officer of the Advisor from liability in violation of Sections 17(h) and (i) of the Investment Company Act of 1940.
Liability of the Advisor. The Advisor shall indemnify and hold harmless the Sub-Advisor and all affiliated persons (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Advisor Indemnitees”) against any and all direct Losses incurred by reason of or arising out of: (a) the Advisor being in material violation of any applicable federal or state law, rule, or regulation; or (b) the Advisor’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement; provided, however, that the Advisor shall not indemnify the Advisor Indemnities to the extent that any Losses are a result of the willful misfeasance, bad faith, gross negligence of such indemnified party.
Liability of the Advisor. The Advisor agrees to hold harmless and indemnify the Sub-Advisor from and against any loss or damages arising out of the Advisor's breach of this Agreement or arising out of the willful misfeasance, bad faith or gross negligence on the Advisor's part in the performance of its duties, or from reckless disregard of its obligations and duties, under this Agreement.
Liability of the Advisor. 11.1 In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the Advisor, or of its officers, directors, agents, employees, controlling persons, shareholders, or any other person or entity affiliated with the Advisor or retained by it to perform or assist in the performance of its obligations under this Agreement (each of the foregoing, an "Advisory Affiliate"), neither the Advisor nor any Advisory Affiliate shall be subject to liability to the Trust or the Fund or to any shareholder of the Fund or to any other person with a beneficial interest in the Fund or the Trust for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund or any shareholder or other person in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.
