Common use of Limits on Advisor Responsibility Clause in Contracts

Limits on Advisor Responsibility. (a) The Advisor shall not be responsible for the solvency of or the performance of the obligations of any third party bank, clearing organization, broker, intermediary, nominee or agent appointed or employed by the Advisor in good faith for the performance of its duties but the Advisor shall assign to the Company such rights (if any) as the Advisor may have against such person in the event of the insolvency of any of the above or its failure properly to perform such obligations and shall give, without further compensation, such assistance as the Company may reasonably require to exercise such rights. (b) The Advisor shall be fully protected in acting and relying upon any written advice, certificate, notice, instruction, request or other paper or document which the Advisor in good faith believes to be genuine and to have been signed or presented by an authorized person or other proper party or parties, and may assume that any person purporting to give such written advice or other paper or document has been duly authorized to do so unless contrary instructions have been delivered to the Advisor by the Company. (c) The Advisor shall not be liable to the Company for any acts or omissions by the Advisor, its employees and agents under and in connection with this Agreement, except by reason of acts or omission constituting gross negligence, willful misconduct or fraud on the part of the Advisor, including its employees. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed to provide for the exculpation of the Advisor or any affiliate from 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 the provisions of this Section 5 to the fullest extent permitted by law. (d) The Company shall reimburse and indemnify the Advisor for, and hold it harmless against, any loss, liability or expense, including, without limit, reasonable counsel fees, incurred on the part of the Advisor arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement unless such loss, liability or expense is the result of acts or omissions by the Advisor constituting gross negligence, willful misconduct or fraud; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights which the Company may have under applicable securities or other laws.

Limits on Advisor Responsibility. (a) The Advisor shall not be responsible for the solvency of or the performance of the obligations of any third party bank, clearing organization, broker, intermediary, nominee or agent appointed or employed by the Advisor in good faith for the performance of its duties but the Advisor shall assign to the Company such rights (if any) as the Advisor may have against such person in the event of the insolvency of any of the above or its failure properly to perform such obligations and shall give, without further compensation, such assistance as the Company may reasonably require to exercise such rights. (b) The Advisor shall be fully protected in acting and relying upon any written advice, certificate, notice, instruction, request or other paper or document which the Advisor in good faith believes to be genuine and to have been signed or presented by an authorized person or other proper party or parties, and may assume that any person purporting to give such written advice or other paper or document has been duly authorized to do so unless contrary instructions have been delivered to the Advisor by the Company. (c) The Advisor shall not be liable to the Company for any acts or omissions by the Advisor, its employees and agents under and in connection with this Agreement, except by reason of acts or omission constituting gross negligence, willful misconduct or fraud on the part of the Advisor, including its employees. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed to provide for the exculpation of the Advisor or any affiliate from 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 the provisions of this Section 5 to the fullest extent permitted by law. (d) The Company shall reimburse and indemnify the Advisor for, and hold it harmless against, any loss, liability or expense, including, without limit, reasonable counsel fees, incurred on the part of the Advisor arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement unless such loss, liability or expense is the result of acts or omissions by the Advisor constituting gross negligence, willful misconduct or fraud; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights which the Company may have under applicable securities or other laws.

Limits on Advisor Responsibility. (a) The Advisor shall not be responsible for the solvency of or the performance of the obligations of any third party bank, clearing organization, broker, intermediary, nominee or agent appointed or employed by the Advisor in good faith for the performance of its duties but the Advisor shall assign to the Company such rights (if any) as the Advisor may have against such person in the event of the insolvency of any of the above or its failure properly to perform such obligations and shall give, without further compensation, such assistance as the Company may reasonably require to exercise such rights. (b) The Advisor shall be fully protected in acting and relying upon any written advice, certificate, notice, instruction, request or other paper or document which the Advisor in good faith believes to be genuine and to have been signed or presented by an authorized person or other proper party or parties, and may assume that any person purporting to give such written advice or other paper or document has been duly authorized to do so unless contrary instructions have been delivered to the Advisor by the Company. With respect to the acts of custodians and agents acting on behalf of the Advisor, the Advisor will be liable for the actions of such custodians and agents who follow the directions of the Advisor and for which the Advisor would otherwise be liable if it had taken such actions directly. (c) The Advisor shall not be liable to the Company for any acts or omissions by the Advisor, its employees and agents under and in connection with this Agreement, except by reason of acts or omission constituting gross negligence, willful misconduct or fraud on the part of the Advisor, including its employees. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed to provide for the exculpation of the Advisor or any affiliate from 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 the provisions of this Section 5 to the fullest extent permitted by law. (d) The Company shall reimburse and indemnify the Advisor for, and hold it harmless against, any loss, liability or expense, including, without limit, reasonable counsel fees, incurred on the part of the Advisor arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement unless such loss, liability or expense is the result of acts or omissions by the Advisor constituting gross negligence, willful misconduct or fraud; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights which the Company may have under applicable securities or other laws.

Limits on Advisor Responsibility. (a) The Advisor shall not be responsible for the solvency of or the performance of the obligations of any third party bank, clearing organization, broker, intermediary, nominee or agent appointed or employed by the Advisor Advisor. in good faith for the performance of its duties but the Advisor shall assign to the Company such rights (if any) as the Advisor may have against such person in the event of the insolvency of any of the above or its failure properly to perform such obligations and shall give, without further compensation, such assistance as the Company may reasonably require to exercise such rights. (b) The Advisor shall be fully protected in acting and relying upon any written advice, certificate, notice, instruction, request or other paper or document which the Advisor in good faith believes to be genuine and to have been signed or presented by an authorized person or other proper party or parties, and may assume that any person purporting to give such written advice or other paper or document has been duly authorized to do so unless contrary instructions have been delivered to the Advisor by the Company. (c) The Advisor shall not be liable to the Company for any acts or omissions by the Advisor, its employees and agents under and in connection with this Agreement, except by reason of acts or omission constituting gross negligence, willful misconduct or fraud on the part of the Advisor, including its employees. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 5 shall not be construed to provide for the exculpation of the Advisor or any affiliate from 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 the provisions of this Section 5 to the fullest extent permitted by law. (d) The Company shall reimburse and indemnify the Advisor for, and hold it harmless against, any loss, liability or expense, including, without limit, reasonable counsel fees, incurred on the part of the Advisor arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement unless such loss, liability or expense is the result of acts or omissions by the Advisor constituting gross negligence, willful misconduct or fraud; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights which the Company may have under applicable securities or other laws.