Common use of Sponsor Parties' Standard of Liability and Indemnity Clause in Contracts

Sponsor Parties' Standard of Liability and Indemnity. (a) Each Sponsor Party and their respective officers, directors, controlling persons within the meaning of Section 15 of Securities Act of 1933, employees, members, partners and shareholders (each an “Indemnified Party”) shall have no liability to the Platform or to any Member, and shall be indemnified by the Platform against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with any action or inaction of an Indemnified Party; provided, however, that in no case is the foregoing exculpation and indemnity to be deemed to protect an Indemnified Party against any liability to the Platform or any Member to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their obligations and duties under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (AlphaMetrix Managed Futures III LLC (AlphaMetrix WC Diversified Series))

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Sponsor Parties' Standard of Liability and Indemnity. (a) Each Sponsor Party and their respective officers, directors, controlling persons within the meaning of Section 15 of Securities Act of 1933, employees, members, partners and shareholders (each an “Indemnified Party”) shall have no liability to the Platform or to any Member, and shall be indemnified by the Platform against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with any action or inaction of an Indemnified Party; provided, however, that in no case is the foregoing exculpation and indemnity to be deemed to protect an Indemnified Party against any liability to the Platform or any Member to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their obligations and duties under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (UBS Managed Futures LLC (Aspect Series))

Sponsor Parties' Standard of Liability and Indemnity. (a) Each Sponsor Party and their respective officers, directors, controlling persons within the meaning of Section 15 of Securities Act of 1933, employees, members, partners and shareholders (each an "Indemnified Party") shall have no liability to the Platform or to any Member, and shall be indemnified by the Platform against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with any action or inaction of an Indemnified Party; provided, however, that in no case is the foregoing exculpation and indemnity to be deemed to protect an Indemnified Party against any liability to the Platform or any Member to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their obligations and duties under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (UBS Managed Futures LLC (Aspect Series))

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Sponsor Parties' Standard of Liability and Indemnity. (a) Each The Sponsor Party and each person affiliated with the Sponsor and their respective officers, directors, controlling persons within the meaning of Section 15 of Securities Act of 1933, as amended, employees, members, partners and shareholders (each an "Indemnified Party") shall have no liability to the Platform or to any Member, and shall be indemnified by the Platform against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith), as incurred, arising in connection with any action or inaction of an Indemnified Party; , provided, however, that in no case is the foregoing exculpation and indemnity to be deemed to protect an Indemnified Party against any liability to the Platform or any Member to which an Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their obligations and duties under this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (UBS Managed Futures LLC (Aspect Series))

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