Standard of Care; Limitations of Liability; Indemnification Sample Clauses

Standard of Care; Limitations of Liability; Indemnification. (a) BNY Mellon shall be liable to the Fund for any and all costs, expenses, damages, liabilities and claims (including, without limitation, all costs and expenses of investigation and enforcement and the costs, expenses and fees of attorneys and accountants) (“Liabilities”) sustained or incurred by the Fund and any Fund Affiliate, its officers, directors, employees, successors and permitted assigns and amounts paid in settlement in accordance with this Section 7 only to the extent such Liabilities arise out of the negligence, bad faith, willful misconduct, fraud or recklessness of BNY Mellon or any BNY Mellon Affiliate in the performance or omission of any of its duties or obligations under this Agreement (collectively, “BNY Mellon Misconduct”). The parties acknowledge that there may be instances where such Liabilities arise out of BNY Mellon’s performance of its duties or obligations under this Agreement but it is unclear as to whether such Liabilities were caused by BNY Mellon Misconduct (“Potential Liabilities”) and in such cases the parties shall use good faith efforts to determine appropriate means for addressing such Potential Liabilities, including the extent, if any, to which it is appropriate for BNY Mellon to assume all or a portion of such Potential Liabilities in light of relevant facts and circumstances.
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Standard of Care; Limitations of Liability; Indemnification. (a) Consistent with Sub-advisor’s obligations under the 1940 Act, the Advisor shall expect of the Sub-advisor, and the Sub-advisor will give the Advisor and the Trust the benefit of, the Sub-advisor's best judgment and reasonable efforts in rendering its services hereunder. In the absence of willful misfeasance, bad faith or gross negligence on the part of Sub-advisor, or of reckless disregard by Sub-advisor of its obligations and duties under this Agreement, Sub-advisor shall not be liable to the Advisor, the Trust, the Fund, any shareholder of the Fund, or any other person or entity for any mistake of law, investment decision or other action or omission on the part of Sub-advisor, or any director/trustee, officer, employee, agent, contractor or other representative of Sub-advisor.
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Standard of Care; Limitations of Liability; Indemnification 
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Related to Standard of Care; Limitations of Liability; Indemnification

  • Standard of Care; Limitation of Liability; Indemnification (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.

  • Limitation of Liability; Indemnification (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the [SERIES] Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

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