Standard of Care: Limited Liability Sample Clauses

Standard of Care: Limited Liability. The Manager shall exert his reasonable care in selecting the authorized or relevant parties, the correspondent banks, the proxies, the securities brokers and the custodians for the assets of the investment account, and his funds or investments; however, the Manager will not bear any responsibility for any loss, damage, financial obligations, liabilities or expenses incurred by the Client, due to the failure of any of the aforementioned people in performing their works accurately and at the usual or required time, unless they were caused by a fraudulent action, a deliberate slackness or grave negligence. The only obligation that will fall on the Manager is to exert reasonable effort in ensuring that these aforementioned people will correct any mistakes on his or their part in the next account statement or notice. The Manager will not be in any way responsible for any direct, indirect or consequential damage or loss, whether caused by an error, omission, negligence, or deliberate slackness on the part of any of the mentioned people, or in case of his liquidation, bankruptcy, insolvency or any financial failure. The Manager will take the necessary actions, at the Client’s expense, to recover the loss. The Manager will receive and maintain all insurance funds for the benefit of the Client who receives them, regarding the cash or the securities in the investment account; due to a financial failure or slackness from any authorized or relevant third party or any third party without any obligation or duty by the Manager in filling a lawsuit to recover or claim these insurance funds; and that is without submitting any statement or guarantee on the part of the Manager regarding the existence or adequacy of the insurance coverage ( whether a mandatory or voluntary insurance) or concerning any actions that will be or should be taken to recover that loss. The Client must also maintain his protection of the Manager from any financial obligations, losses, costs and expenses arising from entering this agreement, and concerning any claims by third parties or any requirements by regulatory authorities. Furthermore, the Client must provide the Manager, upon request, with the information requested by the Manager from time to time concerning the performance of the work required in accordance with this agreement. The Manager undertakes to implement or to secure the implementation of any instructions, based on exerting the utmost efforts; however, the Manager cannot ensure the i...
Sample 1
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Standard of Care: Limited Liability. Manager shall undertake its activities under this Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent fiduciary, with respect to the Company, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like goals and investment objectives. CTRI has not guaranteed nor shall have any obligation with respect to the return of a Member’s Capital Contributions or profits from the operation of the Company. Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member except loss or damage resulting from: (a) fraud, gross negligence, misappropriation of funds, willful misconduct, or any criminal activity committed by the Manager of the Company; or (b) actions or omissions of the Manager that do not meet the Standard of Care (as hereinafter defined). For purposes hereof, “Standard Of Care” means the Manager acting in good faith within what the Manager believed to be the scope of its authority consistent with what Manager reasonably believes to be the best interest of the Company. Manager shall be entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data prepared or presented in accordance with the Delaware Act. Manager covenants and agrees to diligently pursue the leasing and/or sale of the Project in accordance with the Approved Annual Company Budget.
Sample 1
Standard of Care: Limited Liability 
Sample 1

Related to Standard of Care: Limited Liability

  • Standard of Care; Liability (a) Bank shall use reasonable care in performing its obligations under this Agreement. Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.

  • Disclaimer; Standard of Care The Service Provider makes no representations or warranties, express or implied, in respect of the Services. In no event will the Service Provider or its Related Parties be liable to the Company or any of its affiliates for any act, alleged act, omission or alleged omission that does not constitute gross negligence or willful misconduct by the Service Provider as determined by a final, non-appealable determination of a court of competent jurisdiction.

  • Liability; Standard of Care Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser’s duties and obligations under this Agreement.

  • Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

  • Standard of Care; Liabilities (a) The Bank shall be responsible for the performance of only such duties as are set forth in this Agreement or expressly contained in Instructions which are consistent with the provisions of this Agreement. Notwithstanding anything to the contrary in this Agreement:

  • Liability and Standard of Care 14.1. The Sub-Adviser shall exercise due care and diligence and use the same skill and care in providing its services hereunder as it uses in providing services to other investment companies, accounts and customers, but the Sub-Adviser and its affiliates and their respective agents, control persons, directors, officers, employees, supervised persons and access persons shall not be liable for any action taken or omitted to be taken by the Sub-Adviser in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any right which the Trust, a Fund or any shareholder of a Fund may have under any federal securities law or state law the applicability of which is not permitted to be contractually waived. In addition, to the extent the Sub-Adviser is acting under this Agreement with “non-discretionary” trading authority or “partially discretionary” trading authority, the Sub-Adviser will be liable for Losses (defined below) caused by the Sub-Adviser’s provision of a securities (or other financial instrument) purchase or sale recommendation to the Adviser or the Trading Adviser, but for which the Sub-Adviser failed to: (i) correctly identify one or more securities and/or financial instruments for purchase, sale, shorting, or closing out a short (e.g., wrong CUSIP number); (ii) provide the correct amount or percentage of the Fund’s investment portfolio for a particular security or financial instrument; (iii) accurately identify the type of transaction (e.g., buy, rather than short); or (iv) provide a particular recommendation to the Adviser in a timely manner (collectively, “Update Failures”).

  • Standard of Care; Limitation of Liability The Adviser will exercise its best judgment in rendering the services described herein. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by the Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

  • Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

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