Standard of Care and Liability. Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all Services performed under this Agreement. Transfer Agent shall only be liable for any loss or damage as a result of Transfer Agent’s gross negligence or willful misconduct; provided that any liability of Transfer Agent will be limited in the aggregate to the ongoing account management fees paid hereunder by Fund to Transfer Agent during the twelve (12) months immediately preceding the event for which recovery from Transfer Agent is being sought.
Standard of Care and Liability. The Adviser shall perform its duties under this Agreement using its best judgment and efforts. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties under this Agreement, neither the Adviser nor any of its shareholders, directors, officers, employees or agents, nor any of their affiliates, executors, heirs, assigns, successors or other legal representatives (collectively, the “Affiliates”) shall be liable to the Company for any error of judgment, mistake of law, or any act or omission by any such person relating to the services to be provided hereunder.
Standard of Care and Liability. The Sub-SubAdviser shall exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-SubAdviser or a reckless disregard of its duties hereunder, the Sub-SubAdviser, each of its affiliates and all respective partners, officers, Trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-SubAdviser (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, any of its Affiliates and each of the SubAdviser’s Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser and the Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.
Standard of Care and Liability. (a) GIS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by GIS in writing. GIS shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its reasonable efforts, in performing services provided for under this Agreement. GIS shall be liable for any damages arising out of GIS’s failure to perform its duties under this Agreement to the extent such damages arise out of GIS’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.
(b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) GIS shall not be liable for losses beyond its control, provided that GIS has acted in accordance with the standard of care set forth above; and (ii) GIS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which GIS reasonably believes to be genuine; or (B) delays or errors or loss of data occurring by reason of circumstances beyond GIS ‘s control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.
(c) Notwithstanding anything in this Agreement to the contrary, neither GIS nor its affiliates shall be liable to RS, to either a Trust or to any Portfolio for any consequential, special or indirect losses or damages which RS or any Portfolio may incur or suffer by or as a consequence of GIS’s or any affiliates’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by GIS or its affiliates.
Standard of Care and Liability. In performing the Services the FOUNDATION and its officers, directors, employees and agents shall exercise the care, diligence, prudence and skill that an institution acting in like capacity would exercise in dealing with the property of another person. The FOUNDATION shall not be liable for any loss incurred by the INVESTOR as a result of a loss caused by the FOUNDATION in providing the Services unless such loss is caused by the bad faith and/or gross negligence of the FOUNDATION.
Standard of Care and Liability. The Sub-Advisor shall act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor or a reckless disregard of its duties hereunder, the Sub-Advisor, each of its affiliates and all respective partners, members, directors, officers, trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-Advisor (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Advisor, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates.
Standard of Care and Liability. The Sub-Advisor shall act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Trust, in rendering services in accordance with the terms of this Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor or a reckless disregard of its duties hereunder, the Sub-Advisor, each of its affiliates and all respective partners, members, directors, officers, trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-Advisor (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Advisor, the Trust or any of the shareholders of a Fund, in connection with the matters to which this Agreement relates.
Standard of Care and Liability. The duties of CMFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against CMFS hereunder. CMFS shall be liable for any damages arising directly out of CMFS' failure to perform its duties under this Agreement to the extent such damages arise directly out of CMFS' willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of it obligations and duties hereunder. (As used in this paragraph 7, the term "CMFS" shall include directors, officers, employees and other agents of CMFS as well as CMFS itself). Without limiting the generality of the foregoing or any other provision of this Agreement, CMFS shall not be liable for the validity or invalidity or authority or lack thereof of any instruction, notice or other instrument that CMFS reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Fund. CMFS shall not be liable for any pricing error caused by the failure of the Fund's investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket provided. CMFS may at any time seek instructions from the Fund and may consult with counsel for the Fund or its own counsel, and with accountants and other experts with respect to any matter arising in connection with CMFS' duties hereunder, and CMFS shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants or other experts qualified to render such opinion. To the extent CMFS consults with such consultants pursuant to this provision, such expense shall be an expense of the Fund. In the event the Fund is converting from a prior service provider, CMFS shall be entitled to rely upon the Fund's books and records provided to CMFS by the prior service provider and shall have no duty to investigate whether such books and records are complete or accurate. CMFS shall not be subject to liability hereunder, to the extent CMFS cannot perform any of its services hereunder as a result of a failure of the Fund's former service provider.
Standard of Care and Liability. (a) Neither DSA nor you, nor any officers, directors, employees, agents, controlling persons, assigns or directors of the Company shall be liable for any error of judgment or law, or for any loss suffered by the Company or its shareholders in connection with the matters to which this Agreement relates, except that no provision of this Agreement shall be deemed to protect DSA or you against any liability to the Company or its shareholders to which DSA or you might otherwise be subject by reason of any willful misconduct, gross negligence, or actions taken in bad faith in the discharge of your respective obligations and performance of your respective duties under this Agreement.
(b) Notwithstanding Section 7(a) of this Agreement, DSA agrees to indemnify and hold harmless you and any affiliated person (except the Company), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls ("Controlling Person") you (all of such persons being referred to as "Sub-Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities (excluding salary charges of your employees, officers or partners), or litigation (including legal and other) expenses to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, any other statute, common law or otherwise, arising out of DSA's responsibilities to the Company which (1) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by or which is the responsibility of DSA and contained in the Registration Statement or prospectus or statement of additional information covering shares of the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission or failure to state therein a material fact known or which should have been known to DSA and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to DSA or the Company or to any person affiliated with DSA by a Sub-Adviser Indemnified Person, in writing, for inclusion in the Registration Statement or prospectus or statement of additional information; or (2) may be based upon a failure by DSA to comply with, or a breach of, any provision of this Agreement or any other agreement with the Fund; or (3) may be based upon misfeasance or negligence by DSA in the discharge of its duties and performance of its...
Standard of Care and Liability. 4.1. The State agrees to act with Due Care when managing the investment of Investor funds deposited in the Separately Managed Account.
4.2. The State will not be liable for any losses in Investor funds so long as the State is in compliance with this Agreement, R.C.W 43.250 and with its Policies and Procedures.
4.3. The State will be responsible to the Investor for the State’s own acts and omissions and those of its officers, employees, and agents including but not limited to claims or lawsuits brought by third parties resulting from such acts or omissions.
4.4. The Investor will be responsible to the State for the Investor’s own acts and/or omissions and those of its officers, employees, and agents, including, but not limited to claims or lawsuits brought by third parties resulting from such acts or omissions.
4.5. In no event will the State be liable for any loss suffered by Investor as a result of the Investor’s own actions.
