Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.
Standard of Care; Limitation of Liability; Indemnification. (a) ALPS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by ALPS in writing. ALPS shall use its best judgment and efforts in rendering the services described in this Agreement. ALPS shall not be liable to the Trust, the Fund or any of the Fund’s stockholders for any action or inaction of ALPS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance in the performance of ALPS’s duties or obligations under this Agreement. Further, ALPS shall not be liable to the Trust, the Fund or any of the Fund’s stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice and opinion of Trust counsel; and (ii) any certified copy of any resolution of the Board; and ALPS shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter or transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order or any other document or instrument which ALPS reasonably believes in good faith to be genuine.
Standard of Care; Limitation of Liability; Indemnification. (a) In performing all responsibilities delegated to it under this Agreement (including without limitation in regard to its capacity as Foreign Custody Manager), the Custodian agrees to exercise reasonable care, prudence and diligence and shall not be liable for any damages arising out of the Custodian’s performance of or failure to perform its duties under this Agreement except to the extent that such damages are reasonably foreseeable and arise directly out of the Custodian’s willful misfeasance, bad faith, negligence or otherwise from a breach of this Agreement.
Standard of Care; Limitation of Liability; Indemnification. (a) Foreside shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Foreside in writing. Foreside shall use its best judgment and efforts in rendering the services described in this Agreement and shall not be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action or inaction of Foreside or the CCO or AMLO relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance. Further, neither Foreside nor the CCO or AMLO shall be liable to the Fund Company, any Fund or any of the Funds’ shareholders for any action taken, or failure to act, in good faith reliance upon: (i) the advice and opinion of Fund Company counsel; and/or (ii) any certified copy of any resolution of the Board. Neither Foreside nor the CCO or AMLO shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Foreside and/or the CCO and/or the AMLO reasonably believe(s) in good faith to be genuine.
Standard of Care; Limitation of Liability; Indemnification. (a) In performing its responsibilities under this Agreement (including without limitation in regard to its capacity as Foreign Custody Manager), the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise and shall not be liable for any damages arising out of the Custodian’s performance of or failure to perform its duties under this Agreement except to the extent that such damages are reasonably foreseeable and arise directly out of the Custodian’s willful misfeasance, bad faith, negligence or otherwise from a breach of this Agreement.
Standard of Care; Limitation of Liability; Indemnification. (a) In performing its responsibilities under this Agreement (including without limitation in regard to its capacity as Foreign Custody Manager), the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise (“Standard of Care”) and shall not be liable for any damages arising out of the Custodian’s performance of or failure to perform its duties under this Agreement except to the extent that such damages arise out of the Custodian’s willful misfeasance, bad faith, negligence or otherwise from a breach of this Agreement. Without limiting the foregoing, the Custodian shall not be liable for any damages arising out of any matter with respect to which the Custodian is otherwise relieved of liability as provided elsewhere in the Agreement. In no event shall a party to this Agreement be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.
Standard of Care; Limitation of Liability; Indemnification. (a) The Fund Accounting Agent shall be obligated to exercise in the performance of its duties hereunder reasonable care, prudence and diligence such as a person having responsibility for the provision of accounting services to management investment companies registered under the 1940 Act would exercise, to act in good faith and to use commercially reasonable efforts in performing services provided for under this Agreement (the “Standard of Care”), and shall not be liable for any damages arising out of its performance of or failure to perform its duties under this Agreement except to the extent that such damages arise out of the Fund Accounting Agent’s willful misfeasance, bad faith, negligence or otherwise from a breach of this Agreement. Without limiting the foregoing, the Fund Accounting Agent shall not be liable for any damages arising out of any matter with respect to which the Fund Accounting Agent is otherwise relieved of liability or entitled to be held harmless as provided elsewhere in this Agreement. In no event shall a party to this Agreement be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. For the avoidance of doubt, net asset value (NAV) error losses under the terms of the Fund’s NAV error correction policy (as provided to the Fund Accounting Agent by the Fund) shall be deemed direct damages for purposes of this Agreement and not consequential damages under this Section 7(a).
Standard of Care; Limitation of Liability; Indemnification. (a) Forum shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Forum in writing. Forum shall use its best judgment and efforts in rendering the services described in this Agreement. Forum shall not be liable to the Trust or any of the Trust's shareholders for any action or inaction of Forum relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of Forum's duties or obligations under this Agreement or by reason of Forum's reckless disregard of its duties and obligations under this Agreement.
Standard of Care; Limitation of Liability; Indemnification. (a) The Fund Accounting Agent shall be obligated to exercise in the performance of its duties hereunder reasonable care, prudence and diligence such as a person having responsibility for the provision of accounting services to management investment companies registered under the 1940 Act would exercise, to act in good faith and to use commercially reasonable efforts in performing services provided for under this Agreement, and shall not be liable for any damages arising out of its performance of or failure to perform its duties under this Agreement except to the extent that such damages are reasonably foreseeable and arise directly out of the Fund Accounting Agent’s willful misfeasance, bad faith, negligence or otherwise from a breach of this Agreement.
Standard of Care; Limitation of Liability; Indemnification. FFC, in performing under the terms and conditions of this Agreement, shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status hereunder or for any reasonable actions taken or omitted in good faith. As an inducement to FFC's undertaking to render these services, the Fund hereby agrees to indemnify and hold harmless FFC, its employees, agents, officers and trustees, from any and all loss, liability and expense, including any legal expenses, arising out of FFC's performance under this Agreement, or status, or any act or omission of FFC, its employees, agents, officers and trustees; provided that this indemnification shall not apply to FFC's actions taken or failures to act in cases of FFC's own bad faith, willful misconduct or gross negligence performance of its duties under this Agreement; and provided further that FFC shall give the Fund notice and reasonable opportunity to defend against any such loss, claim, damage, liability or expense in the name of the Fund or FFC, or both. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim or demand, and to retain counsel of good standing chosen by the Fund and approved by FFC, which approval shall not be withheld unreasonably. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by FFC, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such suit, or in case FFC does not approve of counsel chosen by the Fund or FFC has been advised that it may have available defenses or claims which are not available or conflict with those available to the Fund, the Fund will reimburse FFC, its officers or trustees or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any one law firm retained as counsel by FFC or them. FFC may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limitation of the foregoing:
