Limitation of Liability; Standard of Care. (a) No Trustee, officer or employee of the Fund shall be subject in such capacity to any personal liability whatsoever to any Person, except for liability to the Fund or its Shareholders arising from his or her own (1) willful misfeasance, (2) bad faith, (3) gross negligence, or (4) reckless disregard of the duties involved in the conduct of his or her office (the conduct referred to in clauses (1) through (4) being referred to herein as “Disabling Conduct”); and, subject to the foregoing exception, all such Persons shall look solely to the Fund Property of the Fund or the applicable Series or class for satisfaction of claims of any nature arising in connection with the affairs of the Fund. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, manager, Investment Adviser, sub-adviser or Principal Underwriter of the Fund. If any Trustee, office or employee, as such, of the Fund, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he or she shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 2 shall not adversely affect any right or protection of a Trustee, officer or employee of the Fund existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
Limitation of Liability; Standard of Care. Sub-Adviser, its officers, directors, employees, agents or affiliates will not be subject to any liability to the Adviser or the Funds or their directors, officers, employees, agents or affiliates for any error of judgment or mistake of law or for any loss suffered by the Funds, any shareholder of the Funds or the Adviser either in connection with the performance of Sub-Adviser's duties under this Agreement or its failure to perform due to events beyond the reasonable control of the Sub-Adviser or its agents, except for a loss resulting from Sub-Adviser's willful misfeasance, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Federal and State securities laws may impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any right which Adviser may have under any applicable laws.
Limitation of Liability; Standard of Care. Custodian shall hold harmless and indemnify the Fund from and against any claims, loss, liability or expense (collectively a "Claim") arising out of Custodian's failure to comply with the terms of this Agreement or arising out of Custodian's negligence, willful misconduct, or bad faith. Custodian shall not be liable for consequential, special or punitive damages. Custodian may reasonably request and obtain the advice and opinion of counsel for the Fund, or of its own counsel with respect to questions or matters of law, and it shall be without liability to the Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. The Fund agrees to indemnify and hold the Custodian harmless from and against any Claim arising from the Custodian's performance of its duties hereunder or its actions taken at the direction of the Fund, provided that the Custodian shall not be indemnified for any Claim arising out of Custodian's failure to comply with the terms of this Agreement or arising out of Custodian's negligence, bad faith or willful misconduct. The Fund shall not be liable for consequential, special or punitive damages. Custodian may rely upon the advice of the Fund and upon statements of the Fund's accountants and other persons believed by it in good faith, to be expert in matters upon which they are consulted, and Custodian shall not be liable for any actions taken, in good faith without negligence in reliance upon such statements. If the Fund requires Custodian in any capacity to take, with respect to any securities, any action which involves the payment of money by it, or which in Custodian's opinion might make it or its nominee liable for payment of monies or in any other way, Custodian, upon notice to the Fund given prior to such actions, shall be and be kept indemnified by the Fund in an amount and form satisfactory to Custodian against any liability on account of such action. Custodian shall be entitled to receive, and the Fund agrees to pay to Custodian, on demand, reimbursement for such cash disbursements, costs and expenses as may be agreed upon from time to time by Custodian and the Fund. Custodian shall be protected in acting as custodian hereunder upon any instructions, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed and shall, unless otherwise specifically provided herein, be entitled to receive as conclusive p...
Limitation of Liability; Standard of Care. INDEMNIFICATION 22 X.1 Limitation of Liability.. 22 X.2 Standard of Care.. 22 X.3 Indemnification.. 22 X.4 Contract Right; Expenses.. 23 X.5 Nonexclusive Right.. 23 X.6 Severability.. 23 X.7 Insurance.. 23 X.8 Specific Protection of Administrator.. 23 X.9 Limitation of Liability.. 23 X.10 Damages Waiver.. 24 Article XI POWER OF ATTORNEY 24 XI.1 Function of Power of Attorney.. 24 XI.2 Additional Functions. The foregoing power of attorney: 24 XI.3 Delivery of Power of Attorney. 25 Article XII MISCELLANEOUS 25 XII.1 Amendments. 25 XII.2 Ministerial and Administrative Amendments.. 25 XII.3 Amendment Recordation.. 25 XII.4 Offset Privilege. 25 XII.5 Notices. 26 XII.6 Waiver.. 26 XII.7 Governing Law.. 26 XII.8 Dispute Resolution. 26 XII.9 Remedies.. 27 XII.10 Severability. 27 XII.11 Counterparts.. 27 XII.12 Further Assurances. 27 XII.13 Assignment. 27 XII.14 Binding Effect. 28 XII.15 Titles and Captions. 28 XII.16 Construction. 28 XII.17 Side Letters 28 Article I ORGANIZATIONAL MATTERS
Limitation of Liability; Standard of Care. (a) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person. Furthermore, each of the Members and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.
Limitation of Liability; Standard of Care. (A) Except as otherwise provided herein or in an agreement entered into by such Person and the Company, no Manager or any of such Manager’s Affiliates shall be liable to the Company or to any Member or other Unitholder for any act or omission performed or omitted by such Manager in such capacity pursuant to authority granted to such Person by this Agreement; provided, however, that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s gross negligence, willful misconduct or knowing violation of law. The Manager may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and no Manager or any of such Manager’s Affiliates shall be responsible for any misconduct or negligence on the part of any such agent appointed by the Manager (so long as such agent was selected in good faith and with reasonable care). The Managers shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by any Manager in good faith reliance on such advice shall in no event subject such Manager to liability to the Company or any Member or other Unitholder.
Limitation of Liability; Standard of Care. INDEMNIFICATION 7.1
