STANDARD OF CARE; INDEMNITY. In exercising the delegated authority under this Article of the Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Assets would exercise in like circumstances. Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of Securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.
STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser's duties or obligations under this Agreement or by reason of the Adviser's reckless disregard of its duties and obligations under this Agreement.
STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken with respect to the Trust, the Fund or any of the Fund's shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser's duties or obligations under this Agreement or by reason of the Adviser's reckless disregard of its duties and obligations under this Agreement. The Adviser and its employees, agents, trustees and officers shall be indemnified and held harmless by a particular Fund against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' fees and expenses) incurred or suffered by the Adviser or its employees, agents, trustees or officers in connection with the good faith performance by the Adviser or its employees, agent, trustees or officers of their responsibilities to that Fund (collectively, the "Liabilities"); provided, however, that the Adviser and such persons shall not be indemnified for any Liability caused by their own bad faith, willful misfeasance or gross negligence in the performance of their responsibilities to that Fund.
STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Trust, but in no event shall this expectation be construed to create a higher standard of care than that typically owed by a fiduciary. The Adviser or the Adviser’s agents or affiliates shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment, or for any act or omission taken, or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its duties and obligations under this Agreement.
STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser's best judgment and efforts in rendering its services to the Fund. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever, with respect to the Trust, the Fund, or any of the Fund's shareholders in the absence of willful misfeasance, bad faith or gross negligence by the Adviser in the performance of the Adviser's duties or obligations under this Agreement, or by reason of the Adviser's reckless disregard of its duties and obligations under this Agreement. The Adviser acknowledges that the federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser or the Trust may have under any federal securities laws that cannot be waived.
STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Investment Manager, and the Investment Manager will give the Trust the benefit of, the Investment Manager’s best judgment and efforts in rendering its services to the Trust. The Investment Manager shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, any Fund or any Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Investment Manager’s duties or obligations under this Agreement or by reason of the Investment Manager’s reckless disregard of its duties and obligations under this Agreement. .
STANDARD OF CARE; INDEMNITY. 1. The Custodian will use reasonable care, prudence and diligence with respect to its obligations under this Agreement and the safekeeping of property of the Portfolios. The Custodian shall be liable to, and shall indemnify and hold harmless the Fund from and against any loss which shall occur as the result of the failure of the Custodian or any Sub-Custodian to exercise reasonable care, prudence and diligence with respect to their respective obligations under this Agreement and the safekeeping of the Fund’s property.
STANDARD OF CARE; INDEMNITY. The duties and responsibilities of the Trustee shall be limited to those expressly set forth in this Trust Agreement. The Trustee shall not be answerable for the default or misconduct of the Investment Banker or any agent or attorney appointed by the Trustee in pursuance hereof; provided, however, that, in the case of such expert or attorney, Trustee selected such agent or attorney in good faith exercising reasonable care. The Trustee shall be free from liability in action on any paper, document or signature reasonably believed by the Trustee to be genuine and to have been signed by the proper party. The Trustee shall not be liable for any error of judgment nor for any act done or omitted, nor any mistake of fact, nor for anything which the Trustee may do or refrain from doing in good faith, except that (i) the Trustee shall be liable for the Trustee's own intentional wrongful actions or gross negligence and (ii) the Trustee's obligations under Section 9(e). The Trustee may consult with counsel reasonably acceptable to IPS and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, omitted or suffered by the Trustee in good faith and in accordance with such opinion. Each of FDC and IPS, jointly and severally agree to at all times protect, indemnify and save harmless the Trustee from any liability, loss or -11- expense of any kind or character whatsoever incurred by the Trustee in connection with this Trust or the performance of the Trustee's duties and obligations under this Trust Agreement, except those resulting from or arising out of the gross negligence or willful misconduct of the Trustee, and will assume full responsibility for, and pay all reasonable cost and expense of, any suit or litigation of any character, including any proceedings before the FTC, with respect to the Deposited Stock, this Trust Agreement or the performance of the Trustee's duties and obligations under this Trust Agreement, and if the Trustee shall be made a party thereto, IPS and FDC shall pay all reasonable costs and expenses, including reasonable counsel fees, to which the Trustee may be subject by reason thereof. The indemnification provided by this Section 17 shall survive termination of this agreement.
STANDARD OF CARE; INDEMNITY. (a) In performing its duties hereunder, MOP shall use the same standard of care that it adheres to in the conduct of its own business and shall not be liable to CNL except in the case of its gross negligence or willful misconduct.
STANDARD OF CARE; INDEMNITY. (a) Except as otherwise expressly provided herein, Account Holder shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys’ fees (“Losses”) incurred by or asserted against Grantor or Secured Party, except those Losses determined to have been caused by the gross negligence or willful misconduct of Account Holder. Account Holder shall have no liability whatsoever for the action or inaction of any Depository. In no event shall Account Holder be liable for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement.
