No Duties of Loyalty or Care Sample Clauses

No Duties of Loyalty or Care. The Members have agreed that the Managers and EC Members shall have no fiduciary duties of loyalty or care, other than as expressly set forth in this Agreement, and further for the avoidance of doubt, no other sources of law or principles related to the duties of care or loyalty, whether arising under the Act or common law or equitable principles, shall be deemed to apply to the performance of the duties and responsibilities of the Managers and EC Members, notwithstanding any provision of the Act to the contrary. Without limiting the foregoing exoneration of a Covered Person, to the fullest extent provided for under the Act, for purposes of construing and applying Section 605.04091 of the Act and Section 605.0111 of the Act, or any successor provision or provisions, no Manager, EC Member or Member (whether directly, or indirectly through its Affiliates or other Persons acting on its behalf of the Company) shall be deemed to have breached any duty or obligation described therein, unless the conduct of the Manager, EC Member or Member (or such other Person) in question constituted gross negligence, fraud, bad faith, willful misconduct, or a knowing violation of law, in each case as determined in a final, non-appealable judgement of a U.S. Federal or state court of competent jurisdiction or by the Arbitrator. For this purpose “conduct” includes refraining from acting as well as overt acts.
Sample 1
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Related to No Duties of Loyalty or Care

  • DUTIES OF GFS GFS’s duties with respect to Fund Accounting, Fund Administration and Transfer Agency services are detailed in Appendices I, II and III to this Agreement.

  • Duties of FTIS FTIS shall be responsible for administering and/or performing transfer agent functions; for acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer, exchange, redemption or repurchase (including coordination with the Custodian) of Shares. FTIS shall be bound to follow its usual and customary operating standards and procedures, as they may be amended from time to time, and each current prospectus and Statement of Additional Information (hereafter, collectively, the "prospectus") of the Investment Company. Without limiting the generality of the foregoing, FTIS agrees to perform the specific duties listed on Schedule C. The duties to be performed by FTIS shall not include the engagement, supervision or compensation of any service providers, or any registrations or fees of any kind, which are required by the laws of any foreign country in which the Fund may choose to invest portfolio assets or sell Shares.

  • Services and Duties of USBFS USBFS shall provide the following accounting services to the Fund:

  • DUTIES OF MSS 1.01 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints MSS to act, and MSS agrees to act, as transfer agent for the Trust’s authorized and issued shares of beneficial interest of each class of each portfolio of the Trust (the “Shares”), and as dividend disbursing and redemption agent for the Trust.

  • Duties of General Partner The General Partner agrees that it shall at all times:

  • Performance of Duties and Standard of Care In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the Fund, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice. The Bank will be under no duty or obligation to inquire into and will not be liable for:

  • No Assumption of Duties; Reasonable Care The rights and powers conferred on the Trustee hereunder are solely to preserve and protect the security interest of the Trustee and the Holders of the Notes in and to the Collateral granted hereby and shall not be interpreted to, and shall not impose any duties on the Trustee in connection therewith other than those expressly provided herein or imposed under applicable law. Except as provided by applicable law or by the Indenture, the Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Trustee accords similar property held by the Trustee for its own account, it being understood that the Trustee in its capacity as such shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities or other matters relative to any Collateral, whether or not the Trustee has or is deemed to have knowledge of such matters, (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral or (c) investing or reinvesting any of the Collateral or any loss on any investment.

  • Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States

  • Services and Duties of Fund Services Fund Services shall provide the following administration services to each Fund:

  • Services and Duties of the Distributor A. The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below. In no event shall the Distributor be entitled to all or any portion of such sales charge.

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