Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 3 contracts

Samples: Administration Agreement (Goldman Sachs Private Markets Fund 2018 (B) LLC), Administration Agreement (Goldman Sachs Private Markets Fund 2018 (A) LLC), Administration Agreement (Goldman Sachs Private Markets Fund 2018 LLC)

AutoNDA by SimpleDocs

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 3 contracts

Samples: Administration Agreement (Williams Capital Management Trust), Administration Agreement (Drake Funds Trust), Administration Agreement (New Colony Investment Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement7, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Funds insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Funds by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyFunds. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Funds under this Agreement regardless of the form of action or legal theory shall be limited to the lesser of: (1) four (4) times its total annual compensation earned with respect to the Funds and fees payable hereunder during the preceding Compensation Period, as defined herein, or (2) $3,000,000, for any liability or loss suffered by the Company Funds including, but not limited to, any liability relating to qualification of the Company Funds as a regulated investment company or any liability relating to the Company’s Funds' compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 3 contracts

Samples: Administration Agreement (Value Line Tax Exempt Fund Inc), Administration Agreement (Value Line Fund Inc), Administration Agreement (Value Line Cash Fund Inc)

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment employment as administrator service provider for the CompanyTrust. The Administrator State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 3 contracts

Samples: Service Agreement (Ubs Funds), Service Agreement (Sma Relationship Trust), Service Agreement (Ubs Funds)

Limitation of Liability and Indemnification. The Administrator agrees to perform its services under this Agreement with reasonable care and without negligence. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers officers, employees or employeesagents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 3 contracts

Samples: Form of Administration Agreement (CION Ares Diversified Credit Fund), Form of Administration Agreement (Ares Dynamic Credit Allocation Fund, Inc.), Administration Agreement (Ares Multi-Strategy Credit Fund, Inc.)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trusts insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrusts. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct or reckless disregard of its duties and/or obligations under this Agreement, of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trusts under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during such amount as may be agreed upon from time to time between the preceding Compensation Period, as defined herein, parties hereto. The Administrator shall not be responsible or liable for any liability failure or loss suffered delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trusts shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Company includingAdministrator resulting from any claim, but not limited todemand, action or suit in connection with the Administrator’s acceptance of this Agreement, any liability relating action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to qualification have been duly authorized by the Trusts or upon reasonable reliance on information or records given or made by the Trusts or their investment advisers, provided that this indemnification shall not apply to actions or omissions of the Company as a regulated investment company Administrator, its officers or any employees in cases of its or their own negligence, bad faith, willful misconduct or reckless disregard of its or their duties and/or obligations under this Agreement. The limitation of liability relating to and indemnification contained herein shall survive the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “termination of this Agreement.

Appears in 3 contracts

Samples: Administration Agreement (Alpine Income Trust), Administration Agreement (Alpine Equity Trust), Administration Agreement (Alpine Series Trust)

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company and the Fund shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company and the Fund, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Sub Administration Agreement (Hyperion Total Return Fund Inc), Sub Administration Agreement (Hyperion Strategic Mortgage Income Fund Inc)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Administrator or any Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Administrator or the Trusts by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the CompanyTrusts. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence, bad faith or willful misconduct or fraud of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Administrator and any Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Administrator and any Trust including, but not limited to, any liability relating to qualification of the Company a Trust as a regulated investment company or any liability relating to the Company’s Trusts’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Master Sub Administration Agreement (Highland Funds I), Master Sub Administration Agreement (Pyxis Funds Ii)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the bad faith, negligence, bad faith or willful misconduct or reckless disregard of the duties and obligations of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunderAgreement. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator's liability under this Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of their duties and obligations. The Trust will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Trust elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Trust shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Met Investors Series Trust), Administration Agreement (Met Investors Series Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Fund by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyFund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder under this Agreement unless solely caused by or resulting from the bad faith, negligence, bad faith or willful misconduct or reckless disregard of the duties and obligations under this Agreement of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive indirect or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator's liability under this Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such failure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest.

Appears in 2 contracts

Samples: Administration Agreement (Munder Funds Trust), Administration Agreement (Munder Funds Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company each Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companyeach Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to each Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company each Trust including, but not limited to, any liability relating to qualification of the Company each Trust as a regulated investment company or any liability relating to the Companyeach Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Form of Administration Agreement (Rs Investment Trust), Form of Administration Agreement (RS Variable Products Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (Smead Funds Trust), Administration Agreement (Renaissance Capital Greenwich Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (Allstate Financial Investment Trust), Administration Agreement (Allstate Financial Investment Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In Except as otherwise agreed by the parties, in any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (Morgan Creek Series Trust), Administration Agreement (Morgan Creek Series Trust)

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment employment as administrator service provider for the CompanyTrust. The Administrator State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Compensation Period” Information Classification: Limited Access shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to State Street’s liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of State Street for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2018 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2019 and terminating on December 31, 2019 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis. State Street shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold State Street and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by State Street resulting from any claim, demand, action or suit in connection with State Street’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust or upon reasonable reliance on information or records given or made by the Trust or its investment adviser, provided that this indemnification shall not apply to actions or omissions of State Street, its officers or employees in cases of its or their own gross negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Service Agreement (UBS Series Funds), Service Agreement (Master Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to the greater of its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, two years or $500,000 for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to any losses, costs, damages and expenses, including reasonable fees and expenses for counsel, arising out of or resulting from the Administrator's negligence or willful misconduct. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such Liability Period. “suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest.

Appears in 2 contracts

Samples: Administration Agreement (Providian Series Trust), Administration Agreement (Providian Series Trust)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Advisor or the Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Advisor or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for the CompanySub-Administrator hereunder. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “total

Appears in 2 contracts

Samples: Sub Administration Agreement (New RMR Asia Pacific Real Estate Fund), Sub Administration Agreement (RMR Real Estate Income Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each such Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company, provided that the Administrator has acted on the reasonable belief that such records or information are genuine and have been signed or presented by the proper party. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (Partners Group Growth, LLC), Administration Agreement (Partners Group Next Generation Infrastructure LLC)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companyhereunder. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from or attributable to (a) the negligence, willful misconduct, bad faith or willful misconduct reckless disregard of the Administrator, its officers or employees, or (b) the material breach of this Agreement by the Administrator. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (Tekla World Healthcare Fund), Form of Administration Agreement (Tekla Healthcare Opportunities Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct negligence of the Administrator, Administrator its officers or employeesemployees or the breach of any representation or warranty of the Administrator hereunder. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to the greater of two times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months or one hundred thousand dollars ($100,000) for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator shall maintain a fully functional disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, which is commercially reasonable in light of the services provided. The Administrator shall, at no additional expense to the Company, take commercially reasonable steps to minimize service interruptions. The Administrator shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such Liability Periodplan and procedures. The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Sub Administration Agreement (Security Capital U S Real Estate Shares Inc), Sub Administration Agreement (Security Capital U S Real Estate Shares Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement7, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company a Fund or Portfolio insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Fund or Portfolio by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund and Portfolio. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company Fund and Portfolio under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company each Fund and Portfolio, including, but not limited to, any liability relating to qualification of the Company a Fund as a regulated investment company or any liability relating to the Companya Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Form of Master Administration Agreement (Private Advisors Alternative Strategies Master Fund), Administration Agreement (Private Advisors Alternative Strategies Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any unforeseeable special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever damages (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to the greater of (i) three times its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, or (ii) One Million Dollars ($1,000,000) for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 2 contracts

Samples: Administration Agreement (Scudder Weisel Capital Entrepreneurs Fund), Administration Agreement (Scudder Weisel Capital Entrepreneurs Fund)

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company and the Trust shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company and the Trust, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Sub Administration Agreement (Sa Funds Investment Trust), Sub Administration Agreement (Sa Funds Investment Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company a Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company such Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companysuch Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers directors, officers, employees or employeesagents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company a Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder with respect to such Fund during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company such Fund including, but not limited to, any liability relating to qualification of the Company such Fund as a regulated investment company or any liability relating to the Companysuch Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (Ironwood Multi-Strategy Fund LLC), Administration Agreement (Ironwood Institutional Multi-Strategy Fund LLC)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in good faith reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employeesemployees and any person or persons employed, associated, or contracted by the Administrator as contemplated by the last paragraph of Section 6 of this Agreement. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed to by the parties in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (First Eagle Overseas Variable Fund), Administration Agreement (First Eagle Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 2 contracts

Samples: Administration Agreement (Hansberger Institutional Series), Administration Agreement (Hansberger Institutional Series)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company each Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (NorthStar Corporate Income Master Fund), Administration Agreement (NorthStar Corporate Income Fund)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Funds or the Investment Manager insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder solely in reliance upon records that were maintained for each Company the Funds or the Investment Manager by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the CompanyFunds. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence, bad faith or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any eventevent unless otherwise agreed to in writing by the parties, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Funds and the services provided under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Funds and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Funds or the Investment Manager including, but not limited to, any liability relating to qualification of the Company Funds as a regulated investment company companies or any liability relating to the Company’s Funds’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Sub Administration Agreement (Allianz Funds), Sub Administration Agreement (Allianz RCM Global EcoTrends Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trusts insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companyhereunder. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from or attributable to (a) the negligence, willful misconduct, bad faith or willful misconduct reckless disregard of the Administrator, its officers or employees, or (b) the material breach of this Agreement by the Administrator. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trusts under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trusts and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trusts including, but not limited to, any liability relating to qualification of the Company a Trust as a regulated investment company or any liability relating to the Company’s Trusts’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (H&q Healthcare Investors), Administration Agreement (H&q Life Sciences Investors)

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely except to the extent caused by or resulting from the negligence, bad faith negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Neither party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement (including this Section 8) or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to two and one half (2 1/2) times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Administrator, the Trusts or the Investment Funds, including, but not limited to, any liability relating to qualification of the Company any Trust as a regulated investment company or any liability relating to the Company’s any Trust's compliance with any federal or state tax or securities statute, regulation or ruling ruling. If this Agreement has been in effect for less than twelve months, all fees paid during the period that the Agreement has been in effect plus all fees payable for the remainder of the initial twelve month period shall be used to calculate the limitation of liability hereunder. The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator and the Trusts shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Administrator and the Trusts, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own negligence or willful misconduct. The Administrator and the Trusts will be entitled to participate at their own expense in the defense, or, if it so elects, to assume the defense of any suit which might be the subject of the indemnification provided above. In the event the Administrator and/or the Trusts elect to assume the defense of any suit and retain such Liability Periodcounsel, the Bank or any other person entitled to such indemnification, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless the Administrator or the Trusts have specifically authorized the retaining of such counsel. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Sub Administration Agreement (Schroder Series Trust Ii), Sub Administration Agreement (Schroder Capital Funds /Delaware/)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: And Accounting Agreement (Alcentra Capital Corp), Administration Agreement (Calvert Responsible Index Series, Inc.)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trusts insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company a Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companysuch Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligencebad faith, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation PeriodPeriod with respect to such Trust, as defined herein, for any liability or loss suffered by the Company such Trust including, but not limited to, any liability relating to qualification of the Company such Trust’s operation as a regulated investment company commodity pool or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “any

Appears in 2 contracts

Samples: Administration Agreement (FactorShares 2X: Gold Bull/S&p500 Bear), Administration Agreement (FactorShares S&P Crude Oil Premium)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to two times its total annual compensation earned and fees payable hereunder paid under this Agreement and the Custodian Agreement between the Trust and State Street Bank and Trust Company during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement to the extent arising out of or caused, directly or indirectly, by circumstances reasonably beyond its control, including without limitation, work stoppage, power or other mechanical failure, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The Administrator shall indemnify and hold harmless the Trust, its investment adviser and their respective officers, directors, trustees and shareholders from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred or suffered by any of them to the extent resulting from any negligence or willful misconduct of the Administrator, its officers or employees; provided, however, that the Administrator shall not be required to provide indemnification for any special, indirect, incidental, or consequential damages of any kind. In the event that the Administrator is required to provide indemnification under this Section 8, its liability shall be subject to the same overall limit set forth above (i.e., two times its total annual compensation earned and fees paid under this Agreement and the Custodian Agreement between the Trust and State Street Bank and Trust Company during such Liability Period. “the preceding twelve months.) The indemnification contained herein shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Administration Agreement (Sun Capital Advisers Trust), Administration Agreement (Sun Capital Advisers Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement andTFL and its subcontractors (if any), except as otherwise provided under Section 6 of this Agreementand its and their respective officers, shall have no responsibility for the actions directors, agents or activities of any other partydesignees, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any specialloss incurred by COMPANY occasioned by acts performed (or not performed) by them, indirector advice or assistance given by them, incidentalin good faith in the performance of their duties hereunder, punitive and in any event shall be liable only for willful wrongdoing or gross negligence and not for honest errors of judgment; provided, however, that in no event shall TFL or such subcontractors be held liable for any consequential damages or for any loss of profits suffered by COMPANY or by any third party, and provided further that the amount of damages claimed in respect of all breaches of contract that may occur during one fiscal year in regard to COMPANY shall not exceed the amount of compensation which COMPANY owes and/or has paid to TFL for the fiscal year during which the breach of contract has occurred. COMPANY agrees to indemnify and hold harmless TFL and its subcontractors, and its and their respective officers, directors, agents and designees, from and against all costs, damages, including lost profits, of any kind whatsoever (including, without limitationjudgments, attorneys’ fees) under , expenses, obligations and liabilities of every kind and nature which they or any provision of this Agreement them may incur, sustain or for any such damages be required to pay in connection with or arising out of the performance of their obligations hereunder (unless such costs, damages, judgments, fees, expenses, obligations or liabilities are incurred in connection with or arise out of willful wrongdoing or gross negligence). This Section III shall survive the termination of this Agreements. COMPANY hereby agrees and acknowledges that any act risk of business records loss and business interruption loss are assumed by COMPANY, and that TFL will not provide business records insurance or failure to act hereunderbusiness interruption insurance. In the event TFL shall be liable to COMPANY for any eventmatter arising out of or in any way relating to this Agreement, whether based on action or claim in contract, tort, or otherwise, then the Administrator’s cumulative liability amount of damages recoverable against TFL shall not exceed the amount paid by COMPANY to TFL in the prior twelve-month period for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless the specific Contractor Service which is the subject of the form of action or legal theory claim. In no event shall TFL be limited to its total annual compensation earned liable for indirect, special, consequential, or punitive damages of any party, including COMPANY and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “all third parties.

Appears in 2 contracts

Samples: Master Services Agreement (Tlic Variable Insurance Account A), Master Services Agreement (Tlic Variable Annuity Account A)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Fund under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 2 contracts

Samples: Administration Agreement (Wasatch Funds Trust), Administration Agreement (Wasatch Funds Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest.

Appears in 2 contracts

Samples: Administration Agreement (Orbitex Group of Fund), Administration Agreement (Orbitex Group of Funds)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providersproviders to the Administrator or the Trusts. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Administrator or a Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s 's appointment as administrator Sub-Administrator for the CompanyAdministrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this oft.his Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the patties regardless of whether such damages were foreseeable or whether either pxxxx or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the patties, the Sub-Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Information Classification: Limited Access USAA CONTRACT CONTROL NO: 0000019025-01

Appears in 1 contract

Samples: Usaa Contract (USAA ETF Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement7, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Funds insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Funds by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFunds. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Funds under this Agreement regardless of the form of action or legal theory shall be limited to the lesser of: (1) four (4) times its total annual compensation earned with respect to the Funds and fees payable hereunder during the preceding Compensation Period, as defined herein, or (2) $3,000,000, for any liability or loss suffered by the Company Funds including, but not limited to, any liability relating to qualification of the Company Funds as a regulated investment company or any liability relating to the Company’s Funds’ compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Value Line Us Government Securities Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Fund shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Seneca Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section Sections 6 of this Agreementand 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the fraud, negligence, willful misconduct, or bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration and Accounting Agreement (Credit Suisse Park View BDC, Inc.)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Funds including, but not limited to, any liability relating to qualification of the Company Funds as a regulated investment company or any liability relating to the Company’s Funds' compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Funds shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Funds, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (CDC MPT Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed upon in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Administrator’s liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Administrator for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2012 shall be the date of this Agreement through December 31, 2012, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2013 and terminating on December 31, 2013 shall be the date of this Agreement through December 31, 2012, calculated on an annualized basis. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust or upon reasonable reliance on information or records given or made by the Trust or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (AllianceBernstein Multi-Manager Alternative Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Goldman Sachs BDC, Inc.)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trusts insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trusts by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrusts. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trusts under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trusts and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trusts including, but not limited to, any liability relating to qualification of the Company Trusts as a regulated investment company or any liability relating to the Company’s Trusts' compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 1 contract

Samples: Administration Agreement (Baron Select Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement or as may be agreed to from time to time in writing by the parties and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other unaffiliated service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct misfeasance of the Administrator, its officers or employees. The Unless resulting from the negligence, bad faith or willful misfeasance of the Administrator, its officers, agents or employees, the Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damagesdamages not resulting from its negligence, including lost profits, of any kind whatsoever bad faith or willful misfeasance (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to two hundred (200) percent of its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers, agents or employees in cases of its or their own negligence, bad faith or willful misfeasance. The indemnification contained herein shall survive the termination of this Agreement. The Administrator will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. Any amounts payable by the Trust under this Section 8 shall be satisfied only against the assets of the Investment Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Trust.

Appears in 1 contract

Samples: Administration Agreement (Firsthand Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (AB Active ETFs, Inc.)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) damages under any provision of this Agreement or for any such consequential damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, eighteen months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The Fund will be entitled to participate in its own defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such Liability Periodsuit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Lazard Global Total Return & Income Fund Inc)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for the CompanyAdministrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodAdministrator. “

Appears in 1 contract

Samples: Sub Administration Agreement (Kennedy Lewis Capital Co)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “the

Appears in 1 contract

Samples: Administration Agreement (Phillip Street Middle Market Lending Fund LLC)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator or sub-administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Cascade Private Capital Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement15, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by such loss or resulting damage arises directly from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable by the Trust hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Fund Accounting and Financial Administration Agreement (Lincoln Variable Insurance Products Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator's duties hereunder in reliance upon the accurate and timely receipt of Third Party Data. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “any

Appears in 1 contract

Samples: Administration Agreement (Renaissance Capital Greenwich Funds)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the bad faith, negligence, bad faith or willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or of failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Sub-Administrator's liability under this Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Sub-Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement, the Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, compute virus, natural disaster, governmental action or communication disruption. The Administrator shall indemnify and hold the Sub-Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator's acceptance of this Agreement, any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of the Sub-Administrator's acting upon any instructions reasonably believed by it to have been duly authorized by the Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of their duties and obligations. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Sub Administration Agreement (RMR Funds Series Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The In no event shall the Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, regardless of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision the form of this Agreement or for any such damages arising out of any act or failure to act hereunderaction and even if the same were foreseeable. In any event, except as otherwise agreed to in writing by the parties hereto, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company a Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Artio Global Investment Funds)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the bad faith, negligence, bad faith or willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Sub-Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Administrator under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Sub-Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Administrator or the Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 1 contract

Samples: Form of Sub Administration Agreement (RMR Dividend Capture Fund)

Limitation of Liability and Indemnification. The Administrator BFM shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator BFM shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorBFM, its officers or employees. The Administrator BFM shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative event BFM's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and administration fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statutestatue, regulation or ruling during ruling. BFM shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Company the right to terminate this Agreement. The Company shall indemnify and hold BFM, its officers, directors and employees harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by BFM resulting from any claim, demand, action or suit in connection with BFM's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company, provided that this indemnification shall not apply to actions or omissions of BFM, its officers, directors or employees in cases of its or their own gross negligence or willful misconduct. The Company will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Company elects to assume the defense of any such suit and retain counsel, BFM or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) BFM shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Anthracite Capital Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, and except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ attorney's fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to an amount equal to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months multiplied by two and one-half (2.5) for any liability or loss suffered by the Company a Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. Each Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event a Fund elects to assume the defense of any such Liability Periodsuit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Crabbe Huson Real Estate Investment Fund Inc)

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment as administrator for the CompanyTrust. The Administrator State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Arbitrage Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to one times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for all services provided to the Company under this Agreement for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct.

Appears in 1 contract

Samples: Form of Administration Agreement (Emerging Germany Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 1 contract

Samples: Administration Agreement (Rydex Etf Trust)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the bad faith, negligence, bad faith or willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Sub-Administrator's liability under this Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Sub-Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under the Agreement, the Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator shall indemnify and hold the Sub-Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator's acceptance of this Agreement, any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of the Sub-Administrator's acting upon any instructions reasonably believed by it to have been duly authorized by the Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees in cases of its or their own bad faith, negligence, willful misconduct or reckless disregard of their duties and obligations. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Sub Administration Agreement (RMR Dividend Capture Fund)

AutoNDA by SimpleDocs

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except and that are mutually agreed upon by the Company and the Administrator. Except as otherwise provided under Section 6 of this Agreement6, the Administrator shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The Administrator shall give the Company prompt written notice of any claim, demand, action or suit which may give rise to any indemnity obligation under this Section 8 and the Company shall have the right to assume the defense thereof through counsel of its choice by so notifying the Administrator, provided that failure to give prompt notice shall not affect the indemnification obligations of the Company except to the extent that such Liability Periodfailure actually prejudices the Company. The Administrator may, at its sole cost and expense, participate in any such defense assumed by the Company. No settlement shall be made by the Company without the prior written consent of the Administrator, which consent shall not be unreasonably withheld or delayed, except a settlement that involves only the payment of damages, includes an unconditional release of the Administrator and non- disclosure agreement. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Holland Series Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the any Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Value Line Asset Allocation Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Corporation insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Corporation by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyCorporation. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The In no event shall the Administrator shall not or the Corporation be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages; provided, however, that the Corporation shall be liable to the extent that such damages result from any actions or inactions of the Administrator (including its agents and sub-custodians) made in reliance upon instructions from any officer of the Corporation (or his or her designee) received pursuant to Section 7. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Corporation under this Agreement regardless of the form of action or legal theory shall be limited to two (2) times its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Corporation including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “,

Appears in 1 contract

Samples: Administration Agreement (Ohio National Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company, provided that the Administrator has acted on the reasonable belief that such records or information are genuine and have been signed or presented by the proper party. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Partners Group Private Income Opportunities, LLC)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ attorney's fees) under any provision of this Agreement Agreement, or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Company the right to terminate this Agreement. The Company shall indemnify and hold the Administrator harmless from loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, actions or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers, or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement Administration Agreement (RCM Equity Funds Inc)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for the CompanyAdministrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Administrator No party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodAdministrator. “

Appears in 1 contract

Samples: Sub Administration Agreement (Varagon Capital Corp.)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such special, indirect, incidental, punitive or consequential damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period; provided, however, that the foregoing limitation on liability shall not apply to errors of judgment or mistakes of law or for any loss or damage resulting from the performance or nonperformance of the duties hereunder of the Administrator, its officers or employees to the extent that such errors, mistakes, or acts or omissions are caused by, or result from, the gross negligence or willful misconduct of the Administrator, its officers or employees. “

Appears in 1 contract

Samples: Administration Agreement (PFM Multi-Manager Series Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to one times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for all services provided to the Company under this Agreement for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising Out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (RCM Equity Funds Inc)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for the CompanyAdministrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by such loss or resulting from damage arises directly from, and then only to the negligenceextent of, bad faith the negligence or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Administrator including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “tax

Appears in 1 contract

Samples: Sub Administration Agreement (Select Sector SPDR Trust)

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator Bank shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the AdministratorBank’s duties hereunder solely in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator Bank prior to the AdministratorBank’s appointment as administrator provision of enhanced accounting and administrative services for the CompanyTrust. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, except as otherwise agreed to in writing, the AdministratorBank’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Enhanced Accounting And (Commerce Funds)

Limitation of Liability and Indemnification. The Administrator Service Agent shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator Service Agent shall have no liability in respect of any loss, damage or expense suffered by the Company Funds insofar as such loss, damage or expense arises from the performance of the AdministratorService Agent’s duties hereunder in reliance upon records that were maintained for each Company the Funds by entities other than the Administrator Service Agent prior to the AdministratorService Agent’s appointment as administrator for the Companyhereunder. The Administrator Service Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the AdministratorService Agent, its officers or employees. The Administrator Service Agent shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the AdministratorService Agent’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder with respect to such Fund during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company such Fund including, but not limited to, any liability relating to qualification of the Company such Fund as a regulated investment company or any liability relating to the Companysuch Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period, except as otherwise agreed in writing. “

Appears in 1 contract

Samples: Services Agreement (AB Private Credit Investors Corp)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement1, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by such loss or resulting from damage arises directly from, and then only to the negligenceextent of, bad faith the gross negligence or willful misconduct of the Administrator, its or any subcontractor engaged by the Administrator to provide services hereunder, and their respective officers or and employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 1 contract

Samples: Administration Agreement (State Street Navigator Securities Lending Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, and except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ attorney's fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to an amount equal to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months multiplied by two and one-half (2.5) for any liability or loss suffered by the Company Fund or any Investment Fund including, but not limited to, any liability relating to qualification of the Company Fund or one of the Investment Funds as a regulated investment company or any liability relating to the Company’s Fund's and Investment Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Investment Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement on behalf of such Liability PeriodInvestment Fund, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund on such Investment Fund's behalf, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Crabbe Huson Small Cap Fund)

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator State Street shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment employment as administrator service provider for the CompanyTrust. The Administrator State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorState Street, its officers or employees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the AdministratorState Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to State Street’s liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of State Street for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2018 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2019 and terminating on December 31, 2019 shall be the date of this Agreement through December 31, 2018, calculated on an annualized basis. State Street shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold State Street and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by State Street resulting from any claim, demand, action or suit in connection with State Street’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust or upon reasonable reliance on information or records given or made by the Trust or its investment adviser, provided that this indemnification shall not apply to actions or omissions of State Street, its officers or employees in cases of its or their own gross negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Service Agreement (Pace Select Advisors Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Fund under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 1 contract

Samples: Administration Agreement (Wasatch Funds Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed upon in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (AB Multi-Manager Alternative Fund)

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, for twelve months fox any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company and the Fund shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of a-.ting upon any instructions reasonably believed by it to have been duly authorized by the Company and the Fund, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Sub Administration Agreement (Hyperion Strategic Bond Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to one times its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for all services provided to the Company under this Agreement for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (RCM Capital Funds Inc /Md/)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder thereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Security Capital U S Real Estate Shares Inc)

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the AdministratorBank’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company and the Trust shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company and the Trust, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Sub Administration Agreement (Sa Funds Investment Trust)

Limitation of Liability and Indemnification. The Administrator shall act with reasonable care in carrying out the provisions of this Agreement. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Companies insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Companies by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyCompanies. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith faith, reckless disregard or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Companies under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Companies including, but not limited to, any liability relating to qualification of the a Company as a regulated investment company or any liability relating to the a Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Master Administration Agreement (Source Capital Inc /De/)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Monument Series Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement15, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust or the Adviser insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative aggregate liability for each calendar year (a “Liability Period”) with respect to each Company the Trust, the Funds and the Adviser under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust, the Adviser or any Fund including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “of

Appears in 1 contract

Samples: Copy Administration Agreement (Permanent Portfolio Family of Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reasonable reliance upon records that were maintained for each the Company by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely directly caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company includingCompany, including but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s 's compliance with any federal or state tax or securities statute, regulation or ruling during ruling, the Administrator's liability under this Agreement shall be limited to such Liability Periodamount as may be agreed upon from time to time between the parties hereto. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company or upon reasonable reliance on information or records given or made by the Company or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Japan Fund Inc)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such Liability Periodfailure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such C/M 10675.0002 350708.1 counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Lebenthal Funds Inc)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for the CompanyAdministrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence, bad faith faith, fraud or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodAdministrator. “

Appears in 1 contract

Samples: Sub Administration Agreement (T. Rowe Price OHA Select Private Credit Fund)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Administrator by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Companyunder this Agreement. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligencenegligence or, bad faith or willful misconduct of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Administrator under this Agreement Agreement, regardless of the form of action or legal theory theory, shall be limited to its the total annual compensation earned by the Sub-Administrator with respect to the Funds under this Agreement and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Administrator including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the CompanyFund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Sub Administration Agreement (Gold Bank Funds)

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the AdministratorBank, its officers or employees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative Bank's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Bank shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Company and the Trust shall indemnify and hold the Bank harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Company and the Trust, provided that this indemnification shall not apply to actions or omissions of the Bank, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Sub Administration Agreement (RWB Funds Investment Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company each Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Companysuch Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employeesemployees or their reckless disregard of their duties and obligations hereunder. The Administrator Neither party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trusts under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trusts including, but not limited to, any liability relating to qualification of the Company each Trust as a regulated investment company or any liability relating to the Companyeach Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration Agreement (Calamos-Avenue Opportunities Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “preceding

Appears in 1 contract

Samples: Administration Agreement (Pax World Funds Trust II)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder under this Agreement unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive incidental or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 1 contract

Samples: Administration Agreement (Lmi Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) damages under any provision of this Agreement or for any such consequential damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Fund including, but not limited to, any liability relating to qualification of the Company Fund as a regulated investment company or any liability relating to the Company’s Fund's compliance with any federal or state tax or securities statute, regulation or ruling during ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own negligence or willful misconduct. The Fund will be entitled to participate in its own defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such Liability Periodsuit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Lazard World Dividend & Income Fund, Inc.)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence, bad faith fraud or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “or

Appears in 1 contract

Samples: Administration Agreement (Domini Investment Trust)

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any error of judgment or mistake of law or for any loss, damage or expense suffered by the Company Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s 's appointment as administrator Sub-Administrator for the CompanyAdministrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Sub-Administrator, its Affiliates, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder from the Funds during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodAdministrator. "

Appears in 1 contract

Samples: Sub Administration Agreement (Forum Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, twelve months for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating 7 to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Periodruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The indemnification contained herein shall survive the termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Sector SPDR Trust)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith gross negligence or willful misconduct of the Administrator, its officers or employees, or its subcontractors. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s cumulative 's liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable paid hereunder during the preceding Compensation Period, as defined herein, The Administrator shall not be responsible or liable for any liability failure or loss suffered delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its or its subcontractors' control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such failure or delay give the Fund the right to terminate this Agreement. The Fund shall indemnify and hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Company includingAdministrator resulting from any claim, but not limited todemand, action or suit in connection with the Administrator's acceptance of this Agreement, any liability relating action or omission by it or its subcontractors in the performance of Administrator's duties hereunder, or as a result of acting upon any instructions reasonably believed by it to qualification have been duly authorized by the Fund, provided that this indemnification shall not apply to actions or omissions of the Company Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) counsel for the Fund shall have determined in good faith that the retention of such additional counsel is required as a regulated investment company or any liability relating to result of a conflict of interest. The indemnification contained herein shall survive the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “termination of this Agreement.

Appears in 1 contract

Samples: Administration Agreement (Seneca Funds)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith or willful misconduct or fraud of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the Company’s Trust's compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. "

Appears in 1 contract

Samples: Administration Agreement (O'Connor Fund of Funds: Masters)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely except to the extent caused by or resulting from the negligence, bad faith or willful misconduct of the Administrator, its officers or employeesemployees or their reckless disregard of their duties and obligations hereunder. The Administrator Neither party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company Trust including, but not limited to, any liability relating to qualification of the Company Trust as a regulated investment company or any liability relating to the CompanyTrust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Appears in 1 contract

Samples: Administration and Accounting Agreement (OFI Carlyle Private Credit Fund)

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6 of this Agreement14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Company the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the CompanyFund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless except to the extent solely caused by or resulting from the negligence, bad faith fraud, or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any liability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability PeriodFund. “

Appears in 1 contract

Samples: Administration Agreement (PGIM Private Credit Fund)

Time is Money Join Law Insider Premium to draft better contracts faster.