Limitations of Liability and Indemnification Sample Clauses

Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2
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Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc. 7 5.2 Mandatory Indemnification 7 5.3 No Bond Required of Trustees 8 5.4 No Duty of Investigation; No Notice in Trust Instruments, etc. 8 5.5 Reliance on Experts, etc. 9 Page
Limitations of Liability and Indemnification. 9 5.1 No Personal Liability of Shareholders, Trustees, etc. 9 5.2 Mandatory Indemnification 10 5.3 No Bond Required of Trustees 11 5.4 No Duty of Investigation; No Notice in Trust Instruments, etc. 11 5.5 Reliance on Experts, etc. 11 ARTICLE VI SHARES OF BENEFICIAL INTEREST 11 6.1 Beneficial Interest 11 6.2 Other Securities 12 6.3 Rights of Shareholders 13 6.4 Exchange and Conversion Privileges 13 6.5 Trust Only 13 6.6 Issuance of Shares 13 6.7 Register of Shares 13 6.8 Transfer Agent and Registrar 14 6.9 Transfer of Shares 14 TABLE OF CONTENTS (continued) PAGE 6.10 Notices 14 ARTICLE VII DETERMINATION OF NET ASSET VALUE 14 7.1 Net Asset Value 14 7.2 Power to Modify Foregoing Procedures 15 ARTICLE VIII CUSTODIANS 15 8.1 Appointment and Duties 15 8.2 Central Certificate System 15 ARTICLE IX TRANSFERS AND REPURCHASES 16 9.1 Transfer of Shares 16 9.2 Repurchase of Shares 17 ARTICLE X SHAREHOLDERS 18 10.1 Meetings of Shareholders 18 10.2 Voting 18 10.3 Notice of Meeting and Record Date 18 10.4 Quorum and Required Vote 18 10.5 Proxies, etc. 19 10.6 Reports 19 10.7 Inspection of Records 19 10.8 Shareholder Action by Written Consent 20 ARTICLE XI DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS; ETC. 20 11.1 Duration 20 11.2 Termination 20 11.3 Amendment Procedure 21 11.4 Merger, Consolidation and Sale of Assets 21 11.5 Subsidiaries 22 ARTICLE XII MISCELLANEOUS 22 12.1 Filing 22 12.2 Resident Agent 22 12.3 Governing Law 22 12.4 Counterparts 22 12.5 Reliance by Third Parties 23 12.6 Provisions in Conflict with Law or Regulation 23 STEPSTONE PRIVATE INFRASTRUCTURE FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of the 24th day of May 2023, by the Trustees hereunder.
Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc. 7 5.2 Mandatory Indemnification 7 5.3 No Bond Required of Trustees 9
Limitations of Liability and Indemnification. 5.1 No Personal Liability of Shareholders, Trustees, etc. 7 5.2 Mandatory Indemnification 7 5.3 No Bond Required of Trustees 9 5.4 No Duty of Investigation; Notice in Trust Instruments, etc. 9 5.5 Reliance on Experts, etc. 9 ARTICLE VI Shares of Beneficial Interest 6.1 Beneficial Interest 9 6.2 Other Securities 9 6.3 Rights of Shareholders 9 6.4 Trust Only 10 6.5 Issuance of Shares 10 6.6 Register of Shares 10 6.7 Transfer Agent and Xxxxxxxxx 00 6.8 Transfer of Shares 10 6.9 Notices 11
Limitations of Liability and Indemnification. PNC shall not be responsible for and each Fund agrees severally and not jointly to indemnify, defend and hold PNC harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC or for which PNC may be held to be liable (a “Claim”) arising out of or attributable to any of the following: (a) any actions of PNC taken or omitted in connection with this Agreement except to the extent such Claim resulted from a negligent act or omission to act or willful misconduct by PNC in the performance of its duties hereunder; (b) PNC’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC from a Fund; (c) any instructions or requests from the Funds upon which PNC chooses, in its reasonable discretion, to act; (d) a Fund’s refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC shall have no liability for failing to file on a timely basis any material to be provided by the Funds that PNC has not received on a timely basis from the Funds. PNC shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds for filing or bear any liability arising out of the timely filing of such materials. Neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the discovery of such cause of action. Each party shall have the duty to mitigate damages for which the other party may become responsible. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party. Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply,...
Limitations of Liability and Indemnification. (a) Bank shall use reasonable care in performing its duties under this Agreement. Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied its duty of reasonable care.
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Limitations of Liability and Indemnification. CLIENT SHOULD NOTE THAT FEDERAL AND STATE LAWS IMPOSE LIABILITY UNDER CERTAIN CIRCUMSTANCES FOR PERSONS ACTING IN GOOD FAITH AND WITHOUT REGARD TO ANY ALLEGATION OF NEGLIGENCE OR WILLFUL MALFEASANCE. UNDER FEDERAL SECURITIES LAWS, CHELSEA OWES ITS CLIENTS A FIDUCIARY DUTY, WHICH REQUIRES CHELSEA TO DEAL FAIRLY AND ACT IN THE BEST INTEREST OF ITS CLIENTS. THIS DUTY IMPOSES ON CHELSEA, THE OBLIGATION TO RENDER DISINTERESTED AND IMPARTIAL ADVICE, TO MAKE SUITABLE RECOMMENDATIONS TO CLIENTS IN LIGHT OF THEIR NEEDS, FINANCIAL CIRCUMSTANCES, AND INVESTMENT OBJECTIVES; TO EXERCISE A HIGH DEGREE OF CARE TO ENSURE THAT ADEQUATE AND ACCURATE REPRESENTATIONS AND OTHER INFORMATION ABOUT SECURITIES ARE PRESENTED TO CLIENTS, AND TO HAVE AN ADEQUATE BASIS IN FACT FOR ITS RECOMMENDATIONS, REPRESENTATIONS, AND PROJECTIONS. NOTHING IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL IN ANY WAY CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT CLIENT MAY HAVE UNDER FEDERAL OR STATE SECURITIES LAWS (OR ERISA, IF CLIENT IS A QUALIFIED PLAN UNDER ERISA) OR EXCUSE THE BREACH OF ANY FIDUCIARY DUTY LEGALLY OWED TO CLIENT.
Limitations of Liability and Indemnification. 4.1 No Personal Liability of Shareholders, Trustees, etc. 8 4.2 Mandatory Indemnification 9
Limitations of Liability and Indemnification. ClearSky shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds or VALIC in connection with the matters to which this Agreement relates, so long as it acts in good faith and with due diligence and is not negligent or guilty of any willful misconduct. Without in any way limiting the foregoing, ClearSky shall have no liability for failing to file on a timely basis any material to be provided by VALIC that it has not received on a timely basis from VALIC; ClearSky shall have no responsibility to review the accuracy or adequacy of materials it receives from VALIC for filing or bear any liability arising out of the timely filing of such materials. VALIC agrees and acknowledges that ClearSky has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of VALIC prior to the date hereof of those duties which ClearSky has agreed to perform pursuant to this Agreement. VALIC further agrees to indemnify ClearSky against any losses, claims, damages or liabilities to which ClearSky may become subject in connection with the conduct by VALIC of such duties prior to the date hereof. VALIC represents and warrants to ClearSky that as of the date hereof each Fund is lawfully eligible for sale in each jurisdiction indicated for such Fund on the list furnished to ClearSky pursuant to Paragraph 2(a) of this Agreement.
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