Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2
Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc. 7 5.2 Mandatory Indemnification 7 5.3 No Bond Required of Trustees 8 5.4 No Duty of Investigation; No Notice in Trust Instruments, etc. 8 5.5 Reliance on Experts, etc. 9
Limitations of Liability and Indemnification. No Personal Liability of Shareholders, Trustees, etc. 7 5.2 Mandatory Indemnification 7 5.3 No Bond Required of Trustees 8
Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT.
A. Client understands that there is no guarantee that Client's investment objectives will be achieved and that past performance is not a guarantee of future results. Chelsea shall not have any liability for Client's failure to inform Chelsea in a timely manner of any material change in Client's financial circumstances that might affect the manner in which Chelsea invests Client's Assets or to provide Chelsea with any material information as to Client's financial status or objectives, as Chelsea may reasonably request, or any material changes thereto.
B. Client hereby agrees to indemnify and to hold Chelsea, and its respective members, partners, officers, directors, agents, employees, control persons, and affiliates harmless, to the maximum extent permitted by applicable laws, from all loss, cost, indebtedness, liability, and expense (including, without limitation, court costs and attorneys' fees and expenses) arising out of (i) any misrepresentation or omission of a material fact by Client; or (ii) Client's failure to perform Client's obligations under this Agreement. The indemnification provided in this paragraph shall survive the termination of this Agreement.
Limitations of Liability and Indemnification. (a) Bank shall use reasonable care in performing its duties under this Agreement.
(b) Bank shall be liable to the Trust for its direct damages to the extent they result from Bank’s negligence, bad faith or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances shall Bank be liable for any indirect, special or consequential damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.
(c) Without limiting subsections (a) and (b) above, Bank shall not be responsible for, and the Trust shall indemnify and hold Bank, its officers, employees and agents harmless from and against, any and all Liabilities, incurred by Bank, any of its officers, employees or agents, or the Trust’s agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to:
(i) any and all actions of Bank or its officers, employees or agents required to be taken pursuant to this Agreement;
(ii) the reasonable reliance on or use by Bank or its officers, employees or agents of information, records, or documents which are received by Bank or its officers, employees or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust;
(iii) the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misconduct;
(iv) the breach of any representation or warranty of the Trust hereunder;
(v) reliance by Bank, its officers, employees or agents on any share certificates which are reasonably believed to bear the proper manual or facsimile signature of an Authorized Person;
(vi) any delays, inaccuracies, errors in or omissions from information or data provided to Bank by data, corporate action or pricing services, depositories or clearing systems, or securities brokers or dealers;
(vii) the offer or sale of ETF Shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such ETF Shares in such state (1) resulting from activities, actions, or om...
Limitations of Liability and Indemnification. PNC shall not be responsible for and each Fund agrees severally and not jointly to indemnify, defend and hold PNC harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC or for which PNC may be held to be liable (a “Claim”) arising out of or attributable to any of the following: (a) any actions of PNC taken or omitted in connection with this Agreement except to the extent such Claim resulted from a negligent act or omission to act or willful misconduct by PNC in the performance of its duties hereunder; (b) PNC’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC from a Fund; (c) any instructions or requests from the Funds upon which PNC chooses, in its reasonable discretion, to act; (d) a Fund’s refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC shall have no liability for failing to file on a timely basis any material to be provided by the Funds that PNC has not received on a timely basis from the Funds. PNC shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds for filing or bear any liability arising out of the timely filing of such materials. Neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the discovery of such cause of action. Each party shall have the duty to mitigate damages for which the other party may become responsible. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party. Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply,...
Limitations of Liability and Indemnification. No Personal Liability of Shareholders, Trustees, etc. 8 4.2. Mandatory Indemnification 9 4.3. No Duty of Investigation; Notice in Trust Instruments, etc. 10 4.4. Reliance on Experts, etc. 10
Limitations of Liability and Indemnification. Section 4.1 No Personal Liability of Shareholders, Trustees, etc..........11 Section 4.2
Limitations of Liability and Indemnification. ClearSky shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds or VALIC in connection with the matters to which this Agreement relates, so long as it acts in good faith and with due diligence and is not negligent or guilty of any willful misconduct. Without in any way limiting the foregoing, ClearSky shall have no liability for failing to file on a timely basis any material to be provided by VALIC that it has not received on a timely basis from VALIC; ClearSky shall have no responsibility to review the accuracy or adequacy of materials it receives from VALIC for filing or bear any liability arising out of the timely filing of such materials. VALIC agrees and acknowledges that ClearSky has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of VALIC prior to the date hereof of those duties which ClearSky has agreed to perform pursuant to this Agreement. VALIC further agrees to indemnify ClearSky against any losses, claims, damages or liabilities to which ClearSky may become subject in connection with the conduct by VALIC of such duties prior to the date hereof. VALIC represents and warrants to ClearSky that as of the date hereof each Fund is lawfully eligible for sale in each jurisdiction indicated for such Fund on the list furnished to ClearSky pursuant to Paragraph 2(a) of this Agreement.
Limitations of Liability and Indemnification. By using or accessing any Services, you agree that in no event will the Website, its owner, its contributor(s), STINA, their respective officers, employees, agents, affiliates, licensees, or web hosting service be liable for any direct, indirect, incidental, punitive, actual, special, exemplary, consequential, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if the above individuals have been advised of the possibility of such damages, or such damages were reasonably foreseeable, or the above individuals were grossly negligent. Your sole remedy for any breach or default of this Agreement against such individuals shall be a return of any fees paid to them, the sum of which may be zero dollars. In no event will the collective liability of the above individuals, including their subsidiaries, affiliates, licensors, successors, service providers, content providers, employees, agents, officers, or directors, regardless of the form of action (whether in contract, tort, or otherwise) exceed these fees paid to them, if any, for the applicable service out of which such alleged liability arose. You agree to indemnify, and to defend and hold harmless, the above individuals for any and all losses, costs, liabilities, and expenses, including but not limited to court costs, legal fees, attorney fees, awards, or settlements, relating to or arising out of your use of the Website, including any breach by you of this Agreement, to the greatest extent permitted by law.
