Liability of the Investment Manager. 14.1. The Investment Manager will at all times act in good faith and with reasonable care and due diligence. Nothing in this Agreement shall exclude or restrict any duty or liability owed to the Investor by the Investment Manager under the FCA Rules.
14.2. The Investment Manager shall not be liable for any loss to the Investor arising from any investment decision or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Investment Manager or of its associates or any of their respective employees.
14.3. Subject to Clauses 6.7 and 12 and the FCA Rules the Investment Manager shall not be liable for any defaults of any counterparty, agent, banker, nominee or other person or entity which holds money, investments or documents of title for the Service or any Investor, other than where such party is an Associate.
14.4. In the event of any failure, interruption or delay in the performance of the Investment Manager’s obligations resulting from acts, events or circumstances not reasonably within its control including but not limited to acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications computer service or systems, the Investment Manager shall not be liable or have any responsibility of any kind to any loss or damage thereby incurred or suffered by the Investor.
14.5. The Investment Manager has carried out an assessment of the suitability of the Service for the Investor (by means of relying on the Investor’s Financial Intermediary having advised the client or where an Investor has not been advised by a Financial Intermediary by seeking answers to relevant questions in a form of questionnaire accompanying the Information Memorandum). However, the Investment Manager does not give any representations or warranty as to the performance of the Portfolio. The Investor acknowledges that EIS Investments are high risk Investments, being non-readily realisable investments. There is a restricted market for such Investments and it may therefore be difficult to sell the Investments or to obtain reliable information about their value. The Investor undertakes that he has considered the suitability of investment in EIS Qualifying Companies carefully and has noted the risk warnings set out in the Information Memorandum.
Liability of the Investment Manager. 16.1. The Investment Manager will at all times act in good faith and with reasonable care and due diligence.
16.2. The Investment Manager shall not be liable for any loss to the Investor arising from any investment decision made in accordance with the investment objectives set out in the Brochure and this Agreement or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Investment Manager or of its Associates or any of their respective employees.
16.3. The Investment Manager shall not be liable for any defaults of any counterparty, agent, banker, nominee or other person or entity which holds money, investments or documents of title for the Service, other than such party which is its Associate. In particular, should the Nominee or Custodian fail to deliver any necessary documents or to account for any Investments, whilst the Investment Manager will take all reasonable steps on behalf of an Investor to recover such documents or Investments, the Investment Manager shall not be liable for such failure.
16.4. In the event of any failure, interruption or delay in the performance of the Investment Manager’s obligations resulting from acts, events or circumstances not reasonably within its control, including but not limited to acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or systems, acts of war, terrorism, civil unrest, natural disaster or pandemic, the Investment Manager shall not be liable or have any responsibility of any kind to any loss or damage thereby incurred or suffered by the Investor.
16.5. The Investment Manager accepts no responsibility for any loss of tax benefits that an Investor may suffer as a result of transactions carried out for an Investor’s Portfolio. In addition, the Investment Manager shall not be liable for any loss or damage caused by any changes in law or HMRC practice or where information provided by the Investor or Financial Intermediary was untrue, inaccurate or incomplete.
16.6. The Investment Manager will assume that all Investments are new Investments requiring a full two year holding period for Business Relief and will report to the Investor on this basis. If the Investor is transferring into the Service (i.e. rollover of cash proceeds from an existing Business Relief qualifying investment) it will be the Investo...
Liability of the Investment Manager. 6.1 Neither the Investment Manager, its members, officers, employees and affiliates, nor their respective legal representatives (each, an “Indemnified Party”), shall be liable to the Client or its shareholders for any acts or omissions, or any error of judgment or for any loss suffered by them in connection with the management of the Client’s assets, except those resulting from the wilful default, fraud or gross negligence of or any material breach of this Agreement by the Indemnified Party.
6.2 The Investment Manager shall be entitled to rely absolutely upon and shall not incur any liability in respect of any action taken or thing suffered in good faith in reliance upon any paper or document believed to be genuine and to have been sealed or signed by the proper parties or be in any way liable for any forged or unauthorised signature or seal affixed to any document and in discharging its duties hereunder the Investment Manager may, in the absence of manifest error, rely without enquiry upon all information supplied to it by the Client or any of its directors, officers, servants, employees or agents. The Investment Manager may accept as sufficient evidence of any instruction, notice or other communication given to it by the Client or any of its directors, officers, servants, employees or agents any document or paper signed or purporting to be signed on its behalf by such person or persons whose signature the Investment Manager is for the time being authorised to accept.
6.3 The Investment Manager shall not be required or entitled to take any legal action on behalf of the Client or otherwise in respect of its services hereunder other than on such terms as the Client may in its absolute discretion agree and unless fully indemnified to the Investment Manager’s reasonable satisfaction for all costs and liabilities in connection therewith.
Liability of the Investment Manager. The Investment Manager shall not be liable to the Bank for any loss or damage relating to any matter regarding the Portfolio, including any loss or diminution in the value of the Portfolio. Nothing herein shall be deemed to protect the Investment Manager against any liability to the Bank in any circumstance where there has been negligence, willful default or dishonesty on the part of the Investment Manager or to the extent the Investment Manager may have failed to fulfill its duties and obligations as set forth in this Agreement.
Liability of the Investment Manager. The Investment Manager may rely on information reasonably believed by the Investment Manager to be accurate and reliable. Except as may otherwise be provided by the 1940 Act, the Investment Manager shall not be subject to any liability for any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Investment Manager's obligations and duties or by reason of reckless disregard of the Investment Manager's obligations and duties under this Agreement.
Liability of the Investment Manager. The Funds shall indemnify the Investment Manager and its principal, officers and employees against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings or otherwise in connection with its acting as Investment Manager hereunder; provided, that nothing herein shall be deemed either to protect or to purport to protect the Investment Manager or its principal, officers or employees against any liability to which it otherwise would be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.
Liability of the Investment Manager. 14.1. The Investment Manager will at all times act in good faith and with reasonable care and due diligence. Nothing in this Clause 14 shall exclude any duty or liability owed to the Investor by the Investment Manager under the FCA Rules.
14.2. The Investment Manager shall not be liable for any loss to the Investor arising from any investment decision or for other action in accordance with this Agreement, except to the extent that such loss is directly due to the negligence or wilful default or fraud of the Investment Manager or of its associates or any of their respective employees.
14.3. Subject to Clauses 6.7 and 12, the Investment Manager shall not be liable for any defaults of any counterparty, agent, banker, nominee or other person or entity which holds money, investments or documents of title for the Service or any Investor, other than where such party is an associate.
14.4. In the event of any failure, interruption or delay in the performance of the Investment Manager’s obligations resulting from acts, events or circumstances not reasonably within its control including but not limited to acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or 15.2.
Liability of the Investment Manager. 7.1 The Investment Manager (and its directors, officers, employees and agents) (each, an “Indemnified Person”) shall not be liable for any loss or damage arising directly or indirectly out of any act or omission done or suffered by the Indemnified Person in the performance of its duties hereunder unless such loss or damage arose out of or in connection with the negligence, wilful default, bad faith or fraud of or by the Indemnified Person in the performance of its duties hereunder and the ICAV shall from the assets of the relevant Fund indemnify and keep indemnified and hold harmless the Indemnified Person from and against any and all claims, actions, proceedings, damages, losses, liabilities, costs and expenses (including legal fees, professional fees and expenses arising therefrom or incidental thereto) directly or indirectly suffered or incurred by the Indemnified Person in connection with the performance of its duties and/or the exercise of its powers hereunder, in the absence of any such negligence, wilful default, bad faith or fraud.
7.2 The Investment Manager shall exercise the due care of a prudent professional investment manager in the performance of its duties hereunder and shall use its best efforts, skill and judgment and all due care in performing its duties and obligations and exercising its rights and authorities hereunder.
7.3 Subject and without prejudice to Clause 7.1 the Investment Manager shall be entitled to rely absolutely upon and shall not incur any liability in respect of any action taken or thing suffered in good faith in reliance upon any paper or document believed to be genuine and to have been sealed or signed by the proper parties or be in any way liable for any forged or unauthorised signature or seal affixed to any document and in discharging its duties hereunder the Investment Manager may, in the absence of manifest error, rely without enquiry upon all information supplied to it by or on behalf of the from the assets of the relevant Fund (or any directors, officers, employees or agents). The Investment Manager may accept as sufficient evidence of any instruction, notice or other communication given to it by or on behalf of the ICAV (or any directors, officers, employees or agents) any document or paper signed or purporting to be signed on behalf of the ICAV by such person or persons whose signature the Investment Manager is for the time being authorised to accept.
7.4 The Investment Manager shall send to the ICAV and the Bo...
Liability of the Investment Manager. 7.1 Neither the Investment Manager, its members, directors, shareholders, officers, employees and affiliates, nor their respective legal representatives (each, an “Indemnified Party”), shall be liable to the Company or its shareholders for any acts or omissions, or any error of judgment or for any loss suffered by them in connection with the management of the Investments of the Company or other services of the Investment Manager to the Company, except those resulting from the wilful default, fraud or gross negligence of the Indemnified Party. An Indemnified Party will not be liable for any losses resulting from trading errors and similar human errors, except such losses resulting from fraud, wilful default or gross negligence of the Indemnified Party. Trading errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system or typographical or drafting errors related to derivative contracts or similar agreements. Each Indemnified Party will not be liable in respect of any act or omission of any Transaction Party. An Indemnified Party may consult with counsel and accountants in respect of the Company’s affairs and shall be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants, provided that such counsel or accountants were selected with reasonable care. The foregoing provisions (as well as the indemnification provisions described below) shall not be construed to relieve any Indemnified Party of any liability, to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate these provisions to the fullest extent permitted by law.
7.2 The Company shall, to the fullest extent permitted by law, indemnify and hold harmless each Indemnified Party, from and against any and all losses, liabilities, damages, expenses or costs suffered, incurred or sustained by such Indemnified Party by reason of the fact that it, he or she is or was an Indemnified Party, except those resulting from such Indemnified Party’s wilful default, fraud or gross negligence. The Company shall advance to an Indemnified Party, reasonable attorneys’ fees and other costs and expenses incurred in connection with the defence of any action or proceeding which arises out of such conduct or alleged conduct. In the event that such an advance is made by the Company, the Indemnified Party must ...
Liability of the Investment Manager. 12.1 The Investment Manager shall indemnify and hold harmless the Company against all loss, costs, liabilities, obligations, claims, taxes, penalties, fees and demands (including legal costs and expenses arising there from or incidental thereto) which may be suffered or sustained by or made against the Company resulting or arising in any way from a breach of this Agreement or the fraud, negligence or wilful default by the Investment Manager.
12.2 The Company shall indemnify the Investment Manager against actions, costs, claims, damages, expenses or demands to which it may be put as a result of its performance of its obligations under this Agreement, save in respect of any actions, costs, claims, damages, expenses or demands which results from any act or omission occasioned by the wilful default, fraud or negligence of the Investment Manager.
12.3 If any third party makes a claim against, or notifies an intention to make a claim against, the Investment Manager which may reasonably be considered as likely to give rise to a liability under this indemnity (a "relevant claim"), the Investment Manager shall:
12.3.1 as soon as reasonably practicable give written notice of that matter to the Company, specifying in reasonable detail the nature of the relevant claim;
12.3.2 not make any admission of liability, or come to any agreement or compromise in relation to the relevant claim, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed);
12.3.3 give the Company and its professional advisers reasonable access to the premises and personnel of the Investment Manager and to any relevant assets, accounts, documents and records within the power or control of the Investment Manager so as to enable the Company and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of the relevant claim;
12.3.4 subject to the Company indemnifying the Investment Manager to the Investment Manager's reasonable satisfaction against any liability, costs, damages or expenses which may be incurred, take such action as the Company may reasonably request to avoid, dispute, resist, compromise or defend the relevant claim.
