Common use of Limits of Manager Responsibility Clause in Contracts

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b). Neither the Manager, nor any other member of the AMRESCO Group will be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS or any other party for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of their respective partners, directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIES.

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Trust Managers Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)7(b) of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its Affiliates, and their respective directors, officers, stockholders and employees will not be liable to the Company, any subsidiary, the Independent Trust Managers, Directors or the Company's shareholders or partners, any issuer of MBS or any other party subsidiary's shareholders, creditors, or partners for any acts or omissions by the Manager, any other member of the AMRESCO Group or any of its Affiliates, and their respective partners, directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Manager may consult with and rely upon counsel in any case where it appears to the Manager to be necessary or desirable with respect to its authority and obligations under this Agreement. Additionally, the Manager may rely and act upon any certificates or other instruments believed in good faith by the Manager to be genuine and to have been signed by any person duly authorized. The Company shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective Manager, its stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIES.

Limits of Manager Responsibility. The Manager assumes no responsibility under this Agreement other than to render the services specifically called for hereunder in good faith under this Agreement and shall not be responsible for any action of the Board of Trust Managers Company in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)2.2.2 of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its managers, officers, members and employees will not be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS Investments, any subsidiary of the Company, its stockholders or any other party of its subsidiary’s stockholders or the Independent Directors for any acts or omissions omissions, errors of judgment or mistakes of law by the Manager, any other member of the AMRESCO Group or any of their respective partners, directorsits managers, officers, stockholders members or employees under or in connection with this Agreement, except by reason of acts or omissions, errors of judgment or mistakes of law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their dutiesfraud. The Company and its subsidiaries shall reimburse, indemnify and hold harmless the Manager and the Manager, its managers, officers, members of the AMRESCO Group and their respective stockholders, directors, partners, officers and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' ’ fees) in respect of or arising from any acts or omissions omissions, errors of judgment or mistakes of law of the Manager, its stockholdersmanagers, directorsofficers, partners, officers members and employees made in good faith in the performance of the Manager's ’s duties under this Agreement or pursuant to any underwriting agreement or similar agreement to which Manager is a party in connection with any debt or equity sales of the Company’s securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard fraud. The Manager shall be further indemnified by the Company as an agent of the Company to the maximum extent permissible in accordance with the terms of the Company’s Governing Instruments. The Manager shall reimburse, indemnify and hold harmless the Company, its duties. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENTdirectors, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSESofficers, LOSSESstockholders and employees of and from any and all expenses, DAMAGESlosses, LIABILITIESdamages, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER liabilities, demands, charges and claims of any nature whatsoever (INCLUDING ATTORNEYS' FEESincluding, without limitation, attorneys’ fees) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESin respect of or arising from the Manager’s willful misconduct, gross negligence or fraud.

Limits of Manager Responsibility. The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services specifically called for hereunder in good faith under this Agreement and shall not be responsible for any action of the Board of Trust Managers Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 3(b)2.2.2 of this Agreement. Neither the The Manager, nor any other member of the AMRESCO Group its directors, officers, stockholders and employees will not be liable to the Company, the Independent Trust Managers, the Company's shareholders or partners, any issuer of MBS Mortgage Securities, any subsidiary of the Company, its subsidiary's stockholders or any other party the Unaffiliated Directors for any acts or omissions omissions, errors of judgment or mistakes of law by the Manager, any other member of the AMRESCO Group or any of their respective partners, its directors, officers, stockholders or employees under or in connection with this Agreement, except by reason of acts or omissions, errors of judgment or mistakes of law constituting bad faith, willful misconduct, gross negligence or reckless disregard of their dutiesduties under this Agreement. The Company and its subsidiaries shall reimburse, indemnify and hold harmless the Manager and the members of the AMRESCO Group and their respective stockholdersManager, its directors, partnersofficers, officers stockholders and employees (collectively, the "Indemnified Parties") for, of and from and against any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoeverwhatsoever (including, (including without limitation, attorneys' fees) in respect of or arising from any acts or omissions omissions, errors of judgment or mistakes of law of the Manager, its stockholders, directors, partners, officers and employees made in good faith in the performance of the Manager's duties under this Agreement or pursuant to any underwriting agreement or similar agreement to which Manager is a party in connection with any debt or equity sales of the Company's securities and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its dutiestheir duties under this Agreement or any such underwriting agreement. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE COMPANY AND THE MANAGER THAT THE COMPANY'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS SECTION 10 INCLUDES INDEMNIFICATION FOR EXPENSES, LOSSES, DAMAGES, LIABILITIES, DEMANDS AND CHARGES AND CLAIMS OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEYS' FEES) ARISING DIRECTLY OR INDIRECTLY FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF ANY OF SUCH INDEMNIFIED PARTIESThe Manager shall be indemnified by the Company as an agent of the Company in accordance with the terms of the Company's Governing Instruments.