Common use of Scope of Liabilities Clause in Contracts

Scope of Liabilities. Adviser and its Affiliates shall not be liable to Client for any act or omission in connection with the performance of Adviser’s services hereunder, other than as a result of Adviser’s gross negligence, bad faith, willful malfeasance or reckless disregard of its duties and obligations hereunder. Client shall indemnify Adviser and its Affiliates against, and hold them harmless from, any liability, loss, cost, expense or damage (including attorney fees and disbursements) arising from any claim asserted or threatened to be asserted by any third party with respect to the matters as to which such person is exculpated from liability pursuant to this Section. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to relieve Adviser and its Affiliates of, or provide indemnification with respect to, any liability to the extent, but only to the extent, that such liability may not be waived, limited or modified under applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. The federal securities laws impose liabilities under certain circumstances even on persons who act in good faith and, without limiting the generality of the preceding sentence, nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which Client may have under federal securities laws.

Scope of Liabilities. Adviser WAM and its Affiliates shall not be liable to the Client for any act or omission in connection with the performance of AdviserWAM’s services hereunder, other than as a result of AdviserWAM’s gross negligence, bad faith, willful malfeasance or reckless disregard of its duties and obligations hereunder. The Client shall indemnify Adviser WAM and its Affiliates against, and hold them harmless from, any liability, loss, cost, expense or damage (including attorney fees and disbursements) arising from any claim asserted or threatened to be asserted by any third party with respect to the matters as to which such person is exculpated from liability pursuant to this Section. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to relieve Adviser WAM and its Affiliates of, or provide indemnification with respect to, any liability to the extent, but only to the extent, that such liability may not be waived, limited or modified under applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. The federal securities laws impose liabilities under certain circumstances even on persons who act in good faith faith, and, without limiting the generality of the preceding sentence, nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Client may have under federal securities laws.

Scope of Liabilities. Adviser WAM and its Affiliates shall not be liable to the Client for any act or omission in connection with the performance of AdviserWAM’s services hereunder, other than as a result of AdviserWAM’s gross negligence, bad faith, willful malfeasance or reckless disregard of its duties and obligations hereunder. The Client shall indemnify Adviser WAM and its Affiliates against, and hold them harmless from, any liability, loss, cost, expense or damage (including attorney fees and disbursements) arising from any claim asserted or threatened to be asserted by any third party with respect to the matters as to which such person is exculpated from liability pursuant to this Section. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 8 shall not be construed so as to relieve Adviser WAM and its Affiliates of, or provide indemnification with respect to, any liability to the extent, but only to the extent, that such liability may not be waived, limited or modified under applicable law, but shall be construed so as to effectuate the provisions of this Section 8 to the fullest extent permitted by law. The federal securities laws impose liabilities under certain circumstances even on persons who act in good faith and, without limiting the generality of the preceding sentence, nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Client may have under federal securities laws.