The Administrator's Liability Sample Clauses

The Administrator's Liability. The Administrator and its directors, officers and employees who serve as directors and officers of the Company assume no liability for anything other than to render or stand ready to render the services specifically called for herein, and neither the Administrator nor any of its directors, officers, employees or subsidiaries or Persons controlling, controlled by or under common control or affiliated with the Administrator shall be responsible for any action of the Company under any of the Company Documents or Operative Agreements to which the Company is a party. Neither the Administrator nor any director, officer or employee of the Administrator who serves as a director or officer of the Company shall be liable for or shall have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent, of the Company in connection with such Company Documents or Operative Agreements, instruments or documents. The directors, officers and employees of the Administrator who serve as directors and officers of the Company shall act in accordance with the standards of conduct imposed on officers and directors under Delaware law. Notwithstanding anything to the contrary contained in this Section 4, the Administrator hereby agrees that if it or any of its officers, employees, directors or agents shall fail to observe any of its obligations under this Agreement and as a result of such failure the Company incurs (whether as a result of any action so taken or omitted to be taken in violation of terms hereof) any costs, expenses, actions, suits, judgments, demands, damages, losses or liabilities (including, without limitation, reasonable attorneys' fees and expenses) (collectively, the "Indemnified Expenses"), then the Administrator shall indemnify and hold harmless the Company for such Indemnified Expenses; provided, however, that the Administrator shall only be liable for any such Indemnified Expense to the extent arising in connection with, or as a result of, its or its officers', employees', directors' or agents' negligence or willful misconduct or its or their failure to comply with the Services Standard. The indemnities set forth in the preceding sentence shall survive the termination of this Agreement.
Sample 1
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The Administrator's Liability under the Agreement shall not exceed £XXX in respect of any Claim.
Sample 1

Related to The Administrator's Liability

  • Administrator’s Liability Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees, subsidiaries or affiliates shall be responsible for any action of the Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent of the Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Issuer (other than the Administrator itself).

  • Liability of the Administrator No provision of this Agreement shall be deemed to protect the Administrator against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

  • Retention of the Administrator The Trust hereby retains the Administrator to act as the administrator of the Portfolios and to furnish the Portfolios with the management and administrative services as set forth in Article 2 below. The Administrator hereby accepts such employment to perform the duties set forth below. The Administrator shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way and shall not be deemed an agent of the Trust.

  • Compensation and Employers Liability The policy is required only if Contractor has employees. The policy must include workers’ compensation to meet minimum requirements of the California Labor Code, and it must provide coverage for employer’s liability bodily injury at minimum limits of $1,000,000 per accident or disease.

  • Activities of the Administrator The services of the Administrator to the Company are not to be deemed to be exclusive, and the Administrator and each affiliate is free to render services to others. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Administrator and its affiliates, as directors, officers, members, managers, employees, partners, stockholders or otherwise, and that the Administrator and directors, officers, members, managers, employees, partners and stockholders of the Administrator and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

  • The Administrator The Administrator shall furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. The Administrator shall also provide the items which it is obligated to provide under this Agreement, and shall pay all compensation, if any, of officers of the Trust as well as all Trustees of the Trust who are affiliated persons of the Administrator or any affiliated corporation of the Administrator; provided, however, that unless otherwise specifically provided, the Administrator shall not be obligated to pay the compensation of any employee of the Trust retained by the Trustees of the Trust to perform services on behalf of the Trust.

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