Common use of Liability of the Manager Clause in Contracts

Liability of the Manager. The Manager shall not be liable to the Trust or any unitholder thereof for any loss suffered by the Trust or any unitholder thereof, as the case may be, which arises out of any action or inaction of the Manager if such course of conduct did not constitute a breach of its standard of care or gross negligence, willful misconduct, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement, and if the Manager, in good faith, determined that such course of conduct was in the best interests of the Trust. The Trust acknowledges and agrees that the Manager shall not be responsible for any loss of opportunity whereby the value of any of the Trust Property could have been increased nor shall it be responsible for any decline in value of any of the Trust Property unless such decline is the result of the Manager’s breach of its standard of care or gross negligence, willful misconduct, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Trust acknowledges and agrees that the Manager shall not be responsible for any losses or damages to the Trust arising out of any action or inaction by the Gold Custodian, the Custodian or any sub-custodian holding the Trust Property, unless such action or inaction arises out of or is the result of the Manager’s breach of its standard of care or gross negligence, willful misconduct, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Manager may employ or engage on behalf of the Trust, and rely and act on information or advice received from the auditors, underwriters, other distributors, brokers, depositories, the Gold Custodian, the Custodian, electronic data processors, advisers, counsel and others as provided for in this Agreement and the Trust Agreement and shall not be responsible or liable for the acts or omissions of such persons or for any other matter, including any loss or depreciation in the Net Asset Value of the Trust or any particular asset of the Trust, provided that the Manager acted in good faith in accordance with its standard of care set out in Section 12 in relying on such information or advice. The Manager shall be entitled to assume that any information received from the Trustee, the Gold Custodian, the Custodian or any sub-custodian, or their respective authorized representatives associated with the day-to-day operation of the Trust is accurate and complete and no liability shall be incurred by the Manager as a result of any error in such information or any failure to receive any notices required to be delivered pursuant to the Trust Agreement or hereunder, except to the extent that any such information provided to, or failure to receive any notices by, the Manager arises or results from the Manager’s failure to comply with the terms of this Agreement or the Trust Agreement in providing any required directions or information related thereto. All investments of the Trust made by or upon the direction of the Manager or any investment manager shall be for the benefit of the unitholders and at the sole risk of the Trust. Notwithstanding any other provision of this Agreement or the Trust Agreement but subject to the Manager’s standard of care set out in Section 12, the Manager may dispose of assets of the Trust or cause such assets to be disposed of in order to discharge any borrowing authorized under the Trust Agreement, any charge against the Trust as set out in the Trust Agreement or any other obligation of the Trust. The Manager hereby acknowledges and agrees that the obligations of the Trust hereunder are not personally binding upon the unitholders of the Trust, any annuitant under a plan of which a unitholder of the Trust acts as a trustee or carrier, or the agents of the Trust and that the Manager shall not resort to or seek redress, recourse or satisfaction from the private property of any of the foregoing, whether the liability be based on contract, tort or otherwise. The Manager agrees that only the Trust and the Trust Property shall be bound by and subject to the obligations and liabilities arising out of this Agreement.

Liability of the Manager. The Manager shall not be liable to the Trust or any unitholder thereof for any loss suffered by the Trust or any unitholder thereof, as the case may be, which arises out of any action or inaction of the Manager if such course of conduct did not constitute a breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement, and if the Manager, in good faith, determined that such course of conduct was in the best interests of the Trust. The Trust acknowledges and agrees that the Manager shall not be responsible for any loss of opportunity whereby the value of any of the Trust Property could have been increased nor shall it be responsible for any decline in value of any of the Trust Property unless such decline is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Trust acknowledges and agrees that the Manager shall not be responsible for any losses or damages to the Trust arising out of any action or inaction by the Gold Bullion Custodian, the Custodian or any sub-custodian holding the Trust Property, unless such action or inaction arises out of or is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Manager may employ or engage on behalf of the Trust, and rely and act on information upon any statement, report or opinion prepared by or any advice received from the auditors, underwriterssolicitors, notaries or other distributors, brokers, depositories, professional advisors of the Gold Custodian, the Custodian, electronic data processors, advisers, counsel and others as provided for in this Agreement and the Trust Agreement Manager and shall not be responsible or held liable for the acts or omissions of such persons or for any other matter, including any loss or depreciation in damage resulting from relying or acting thereon if the Net Asset Value advice was within the area of professional competence of the Trust or any particular asset of the Trust, provided that person from whom it was received and the Manager acted reasonably and in good faith in accordance with its standard of care set out in Section 12 in relying on such information or advice. The Manager shall be entitled to assume that any information received from the Trustee, the Gold Custodian, the Custodian or any sub-custodian, or their respective authorized representatives associated with the day-to-day operation of the Trust is accurate and complete and no liability shall be incurred by the Manager as a result of any error in such information or any failure to receive any notices required to be delivered pursuant to the Trust Agreement or hereunder, except to the extent that any such information provided to, or failure to receive any notices by, the Manager arises or results from the Manager’s failure to comply with the terms of this Agreement or the Trust Agreement in providing any required directions or information related thereto. All investments of the Trust made by or upon the direction of the Manager or any investment manager shall be for the benefit of the unitholders and at the sole risk of the Trust. Notwithstanding any other provision of this Agreement or the Trust Agreement but subject to the Manager’s standard of care set out in Section 12, the Manager may dispose of assets of the Trust or cause such assets to be disposed of in order to discharge any borrowing authorized under the Trust Agreement, any charge against the Trust as set out in the Trust Agreement or any other obligation of the Trustthereon. The Manager hereby acknowledges and agrees that the obligations of the Trust hereunder are not personally binding upon the unitholders of the Trust, any annuitant under a plan of which a unitholder of the Trust acts as a trustee or carrier, or the agents of the Trust and that the Manager shall not resort to or seek redress, recourse or satisfaction from the private property of any of the foregoing, whether the liability be based on contract, tort or otherwise. The Manager agrees that only the Trust and the Trust Property shall be bound by and subject to the obligations and liabilities arising out of this Agreement.

Liability of the Manager. The Manager shall not be liable to the Trust or any unitholder thereof for any loss suffered by the Trust or any unitholder thereof, as the case may be, which arises out of any action or inaction of the Manager if such course of conduct did not constitute a breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement, and if the Manager, in good faith, determined that such course of conduct was in the best interests of the Trust. The Trust acknowledges and agrees that the Manager shall not be responsible for any loss of opportunity whereby the value of any of the Trust Property could have been increased nor shall it be responsible for any decline in value of any of the Trust Property unless such decline is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Trust acknowledges and agrees that the Manager shall not be responsible for any losses or damages to the Trust arising out of any action or inaction by the Gold Silver Custodian, the Custodian or any sub-custodian custodian, including the Sub-Custodian, holding the Trust Property, unless such action or inaction arises out of or is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Manager may employ or engage on behalf of the Trust, and rely and act on information upon any statement, report or opinion prepared by or any advice received from the auditors, underwriterssolicitors, notaries or other distributors, brokers, depositories, professional advisors of the Gold Custodian, the Custodian, electronic data processors, advisers, counsel and others as provided for in this Agreement and the Trust Agreement Manager and shall not be responsible or held liable for the acts or omissions of such persons or for any other matter, including any loss or depreciation in damage resulting from relying or acting thereon if the Net Asset Value advice was within the area of professional competence of the Trust or any particular asset of the Trust, provided that person from whom it was received and the Manager acted reasonably and in good faith in accordance with its standard of care set out in Section 12 in relying on such information or advice. The Manager shall be entitled to assume that any information received from the Trustee, the Gold Custodian, the Custodian or any sub-custodian, or their respective authorized representatives associated with the day-to-day operation of the Trust is accurate and complete and no liability shall be incurred by the Manager as a result of any error in such information or any failure to receive any notices required to be delivered pursuant to the Trust Agreement or hereunder, except to the extent that any such information provided to, or failure to receive any notices by, the Manager arises or results from the Manager’s failure to comply with the terms of this Agreement or the Trust Agreement in providing any required directions or information related thereto. All investments of the Trust made by or upon the direction of the Manager or any investment manager shall be for the benefit of the unitholders and at the sole risk of the Trust. Notwithstanding any other provision of this Agreement or the Trust Agreement but subject to the Manager’s standard of care set out in Section 12, the Manager may dispose of assets of the Trust or cause such assets to be disposed of in order to discharge any borrowing authorized under the Trust Agreement, any charge against the Trust as set out in the Trust Agreement or any other obligation of the Trustthereon. The Manager hereby acknowledges and agrees that the obligations of the Trust hereunder are not personally binding upon the unitholders of the Trust, any annuitant under a plan of which a unitholder of the Trust acts as a trustee or carrier, or the agents of the Trust and that the Manager shall not resort to or seek redress, recourse or satisfaction from the private property of any of the foregoing, whether the liability be based on contract, tort or otherwise. The Manager agrees that only the Trust and the Trust Property shall be bound by and subject to the obligations and liabilities arising out of this Agreement.

Liability of the Manager. The Manager shall not be liable to the Trust or any unitholder thereof for any loss suffered by the Trust or any unitholder thereof, as the case may be, which arises out of any action or inaction of the Manager if such course of conduct did not constitute a breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement, and if the Manager, in good faith, determined that such course of conduct was in the best interests of the Trust. The Trust acknowledges and agrees that the Manager shall not be responsible for any loss of opportunity whereby the value of any of the Trust Property could have been increased nor shall it be responsible for any decline in value of any of the Trust Property unless such decline is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Trust acknowledges and agrees that the Manager shall not be responsible for any losses or damages to the Trust arising out of any action or inaction by the Gold Custodian, the Custodian or any sub-custodian holding the Trust Property, unless such action or inaction arises out of or is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Manager may employ or engage on behalf of the Trust, and rely and act on information upon any statement, report or opinion prepared by or any advice received from the auditors, underwriterssolicitors, notaries or other distributors, brokers, depositories, professional advisors of the Gold Custodian, the Custodian, electronic data processors, advisers, counsel and others as provided for in this Agreement and the Trust Agreement Manager and shall not be responsible or held liable for the acts or omissions of such persons or for any other matter, including any loss or depreciation in damage resulting from relying or acting thereon if the Net Asset Value advice was within the area of professional competence of the Trust or any particular asset of the Trust, provided that person from whom it was received and the Manager acted reasonably and in good faith in accordance with its standard of care set out in Section 12 in relying on such information or advice. The Manager shall be entitled to assume that any information received from the Trustee, the Gold Custodian, the Custodian or any sub-custodian, or their respective authorized representatives associated with the day-to-day operation of the Trust is accurate and complete and no liability shall be incurred by the Manager as a result of any error in such information or any failure to receive any notices required to be delivered pursuant to the Trust Agreement or hereunder, except to the extent that any such information provided to, or failure to receive any notices by, the Manager arises or results from the Manager’s failure to comply with the terms of this Agreement or the Trust Agreement in providing any required directions or information related thereto. All investments of the Trust made by or upon the direction of the Manager or any investment manager shall be for the benefit of the unitholders and at the sole risk of the Trust. Notwithstanding any other provision of this Agreement or the Trust Agreement but subject to the Manager’s standard of care set out in Section 12, the Manager may dispose of assets of the Trust or cause such assets to be disposed of in order to discharge any borrowing authorized under the Trust Agreement, any charge against the Trust as set out in the Trust Agreement or any other obligation of the Trustthereon. The Manager hereby acknowledges and agrees that the obligations of the Trust hereunder are not personally binding upon the unitholders of the Trust, any annuitant under a plan of which a unitholder of the Trust acts as a trustee or carrier, or the agents of the Trust and that the Manager shall not resort to or seek redress, recourse or satisfaction from the private property of any of the foregoing, whether the liability be based on contract, tort or otherwise. The Manager agrees that only the Trust and the Trust Property shall be bound by and subject to the obligations and liabilities arising out of this Agreement.

Liability of the Manager. The Manager shall not be liable to the Trust or any unitholder thereof for any loss suffered by the Trust or any unitholder thereof, as the case may be, which arises out of any action or inaction of the Manager if such course of conduct did not constitute a breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement, and if the Manager, in good faith, determined that such course of conduct was in the best interests of the Trust. The Trust acknowledges and agrees that the Manager shall not be responsible for any loss of opportunity whereby the value of any of the Trust Property could have been increased nor shall it be responsible for any decline in value of any of the Trust Property unless such decline is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Trust acknowledges and agrees that the Manager shall not be responsible for any losses or damages to the Trust arising out of any action or inaction by the Gold Bullion Custodian, the Custodian or any sub-custodian custodian, including the Sub-Custodian, holding the Trust Property, unless such action or inaction arises out of or is the result of the Manager’s breach of its standard of care or gross negligence, willful wilful misconduct, wilful neglect, default, bad faith or dishonesty or a material failure in complying with Applicable Laws or the provisions set forth in this Agreement or the Trust Agreement. The Manager may employ or engage on behalf of the Trust, and rely and act on information upon any statement, report or opinion prepared by or any advice received from the auditors, underwriterssolicitors, notaries or other distributors, brokers, depositories, professional advisors of the Gold Custodian, the Custodian, electronic data processors, advisers, counsel and others as provided for in this Agreement and the Trust Agreement Manager and shall not be responsible or held liable for the acts or omissions of such persons or for any other matter, including any loss or depreciation in damage resulting from relying or acting thereon if the Net Asset Value advice was within the area of professional competence of the Trust or any particular asset of the Trust, provided that person from whom it was received and the Manager acted reasonably and in good faith in accordance with its standard of care set out in Section 12 in relying on such information or advice. The Manager shall be entitled to assume that any information received from the Trustee, the Gold Custodian, the Custodian or any sub-custodian, or their respective authorized representatives associated with the day-to-day operation of the Trust is accurate and complete and no liability shall be incurred by the Manager as a result of any error in such information or any failure to receive any notices required to be delivered pursuant to the Trust Agreement or hereunder, except to the extent that any such information provided to, or failure to receive any notices by, the Manager arises or results from the Manager’s failure to comply with the terms of this Agreement or the Trust Agreement in providing any required directions or information related thereto. All investments of the Trust made by or upon the direction of the Manager or any investment manager shall be for the benefit of the unitholders and at the sole risk of the Trust. Notwithstanding any other provision of this Agreement or the Trust Agreement but subject to the Manager’s standard of care set out in Section 12, the Manager may dispose of assets of the Trust or cause such assets to be disposed of in order to discharge any borrowing authorized under the Trust Agreement, any charge against the Trust as set out in the Trust Agreement or any other obligation of the Trustthereon. The Manager hereby acknowledges and agrees that the obligations of the Trust hereunder are not personally binding upon the unitholders of the Trust, any annuitant under a plan of which a unitholder of the Trust acts as a trustee or carrier, or the agents of the Trust and that the Manager shall not resort to or seek redress, recourse or satisfaction from the private property of any of the foregoing, whether the liability be based on contract, tort or otherwise. The Manager agrees that only the Trust and the Trust Property shall be bound by and subject to the obligations and liabilities arising out of this Agreement.