Common use of Standard of Care and Delegation Clause in Contracts

Standard of Care and Delegation. (a) In exercising its powers and discharging its duties under this Agreement, BAM shall exercise the powers and discharge the duties conferred hereunder honestly, in good faith and in the best interests of the Company and in connection therewith shall exercise that degree of care, diligence and skill that a professional service provider having responsibilities of a similar nature would exercise in comparable circumstances. For greater certainty, BAM shall not be liable, answerable or accountable to the Company for any loss or damage resulting from, incidental to or relating to the provision of the BAM Services hereunder by BAM, including any exercise or refusal to exercise a discretion, any mistake or error of judgment or any act or omission believed by BAM to be within the scope of authority conferred on it by this Agreement, unless such loss or damage resulted from the fraud, willful default or negligence of BAM in performing its obligations hereunder. (b) Subject to the prior approval of the Company of the delegation of any material obligations, which approval will not be unreasonably withheld or delayed, BAM may delegate specific aspects of its obligations hereunder to any other Person (including a Subsidiary, in which case, notwithstanding the foregoing, no prior approval shall be required), provided that such delegation shall not relieve BAM of any of its obligations under this Agreement. (c) Notwithstanding Section 8.1(b), BAM shall not in any manner, directly or indirectly, be liable or held to account for the activities or inactivities of any Person to which any such obligations may have been delegated (excluding Subsidiaries or associates of BAM), provided that in making such specific delegation, BAM acted in accordance with Section 8.1(a).

Standard of Care and Delegation. (a) In exercising its powers The Administrator shall discharge and discharging its duties under this Agreement, BAM shall exercise perform the powers and discharge the duties conferred hereunder delegated to it under this Agreement honestly, in good faith and in with a view to the best interests of the Company Fund, the Trust and in connection therewith shall exercise that the Partnership, and with the same degree of care, diligence and skill that a professional service provider reasonably prudent person, having responsibilities of a similar nature to those hereunder, would exercise in comparable circumstances. For greater certaintyThe Administrator shall only be responsible for the powers, BAM shall not be liableduties and responsibilities expressly granted or allocated to it under the Deeds, answerable the Partnership Agreement and the other duties and obligations expressly delegated to it in this Agreement and no other obligation or accountable duty (fiduciary, as a trustee or otherwise) in respect to the Company for any loss Administrator shall be implied. No other standard of care, other than as set forth in this Section 5.1(a), shall apply or damage resulting from, incidental to or relating be implied in relation to the provision performance of the BAM Services hereunder by BAM, including any exercise or refusal powers and duties delegated to exercise a discretion, any mistake or error of judgment or any act or omission believed by BAM to be within the scope of authority conferred on it by Administrator under this Agreement, unless such loss or damage resulted from the fraud, willful default or negligence of BAM in performing its obligations hereunder. (b) Subject to the prior approval of the Company of the delegation of any material obligations, which approval will not be unreasonably withheld or delayed, BAM The Administrator may delegate specific aspects of its obligations hereunder to any other Person (including a Subsidiary, in which case, notwithstanding the foregoing, no prior approval shall be required)Person, provided that (i) such delegation shall not relieve BAM the Administrator of any of its obligations under this Agreement; (ii) the Administrator shall not delegate any of its obligations hereunder to manage and administer the affairs of the Fund, the Trust or the Partnership unless the Administrator shall have notified the Fund Trustees, the Trust Trustees or the General Partner, as the case may be, in writing of the name of the person to which delegation is to be made and the terms and conditions thereof; and (iii) the Administrator shall exercise commercially reasonable efforts to cause such Person to take such action as is necessary to permit the Administrator to remain in compliance with its obligations, duties and covenants under this Agreement and to cause such Person to refrain from taking any action which would result in the Administrator being in breach of its obligations, duties and covenants under this Agreement. (c) Notwithstanding Section 8.1(b5.1(b), BAM the Administrator shall not in any manner, directly or indirectly, be liable or held to account for the activities or inactivities inactivity of any Person to which any such obligations may have been delegated (excluding Subsidiaries or associates of BAM)delegated, provided that in making such specific delegation, BAM the Administrator acted in accordance with Section 8.1(a5.1(a). Where possible, the Administrator will structure any delegation in a manner that will permit the Fund Trustees, on behalf of the Fund, the Trust Trustees, on behalf of the Trust, and the General Partner, on behalf of the Partnership, as the case may be, to bring an action directly against the delegatee.

Standard of Care and Delegation. (a) In exercising its powers and discharging its duties under this Agreement, BAM shall exercise the powers and discharge the duties conferred hereunder honestly, in good faith and in the best interests of the Company and in connection therewith shall each Service Provider will exercise that degree of care, diligence and skill that a professional service provider reasonably prudent supplier having responsibilities of a similar nature would exercise in comparable circumstances. For greater certainty, BAM shall not be liable, answerable or accountable to the Company for any loss or damage resulting from, incidental to or relating to the provision of the BAM Services hereunder by BAM, including any exercise or refusal to exercise a discretion, any mistake or error of judgment or any act or omission believed by BAM to be within the scope of authority conferred on it by this Agreement, unless such loss or damage resulted from the fraud, willful default or negligence of BAM in performing its obligations hereunder. (b) Subject to the prior approval of the Company of the delegation of any material obligations, which approval will not be unreasonably withheld or delayed, BAM A Service Provider may delegate specific aspects obligations under this Agreement to any of its obligations hereunder to Affiliates (including, in the case of CanWest, the Contributed Entity) or retain any other Person (including a Subsidiary, in which case, notwithstanding to provide the foregoing, no prior approval shall be required)Services, provided that such delegation shall or third party retainer will not relieve BAM such Service Provider of any of its obligations under this Agreement. (c) Notwithstanding Section 8.1(b5.1(b), BAM shall a Service Provider will not in any manner, directly or indirectly, be liable or held to account for the activities or inactivities inactivity of any Person third party that has been retained to which any such obligations may have been delegated provide or assist in providing a Service (excluding Subsidiaries or associates of BAMexcept as set forth in Section 5.1(d)), provided that in making retaining the third party, such specific delegation, BAM Service Provider acted in accordance with Section 8.1(a5.1(a). Where possible, each Service Provider will structure its retainer of a third party in a manner that will permit the Service Recipient or one or more of its Subsidiaries to bring an action directly against the third party. (d) Each Service Provider shall indemnify and save harmless each of its Service Recipient and such Service Recipient’s Affiliates and direct or indirect equity holders (other than such Service Provider or its Affiliates) and any Person who is serving or shall have served as a director, officer, agent, contractor or employee of such Service Recipient or its Affiliates from and against all losses, claims, damages, liabilities, obligations, costs and expenses (including judgements, fines, penalties, amounts paid in settlement and counsel and accountants’ fees) incurred by, borne by or asserted against any of such indemnified parties in any way arising from or related in any manner to the gross negligence or fraud of any third party that has been retained to provide or assist in providing any Services. The foregoing right of indemnification shall not be exclusive of any other rights to which any indemnified party may be entitled as a matter of law or equity or which may be lawfully granted to such indemnified party.

Standard of Care and Delegation. (a) In exercising its powers and discharging its duties under this Agreement, BAM BN shall exercise the powers and discharge the duties conferred hereunder honestly, in good faith and in the best interests of the Company and in connection therewith shall exercise that degree of care, diligence and skill that a professional service provider having responsibilities of a similar nature would exercise in comparable circumstances. For greater certainty, BAM BN shall not be liable, answerable or accountable to the Company for any loss or damage resulting from, incidental to or relating to the provision of the BAM BN Services hereunder by BAMBN, including any exercise or refusal to exercise a discretion, any mistake or error of judgment or any act or omission believed by BAM BN to be within the scope of authority conferred on it by this Agreement, unless such loss or damage resulted from the fraud, willful default or negligence of BAM BN in performing its obligations hereunder. (b) Subject to the prior approval of the Company of the delegation of any material obligations, which approval will not be unreasonably withheld or delayed, BAM BN may delegate specific aspects of its obligations hereunder to any other Person (including a Subsidiary, in which case, notwithstanding the foregoing, no prior approval shall be required), provided that such delegation shall not relieve BAM BN of any of its obligations under this Agreement. (c) Notwithstanding Section 8.1(b), BAM BN shall not in any manner, directly or indirectly, be liable or held to account for the activities or inactivities of any Person to which any such obligations may have been delegated (excluding Subsidiaries or associates of BAMBrookfield), provided that in making such specific delegation, BAM Brookfield acted in accordance with Section 8.1(a).