STANDARD OF CARE; LIMITATION ON LIABILITY Sample Clauses

STANDARD OF CARE; LIMITATION ON LIABILITY. The Accounting Agent shall at all times exercise reasonable care and diligence and act in good faith in the performance of its duties hereunder, provided, however, that the Accounting Agent shall assume no responsibility and shall be without liability for any loss, damage or expense suffered or incurred by the Fund or any Portfolio unless caused by its own fraud, wilful default, negligence or wrongful act or that of its agents or employees. Without in any way limiting the generality of the foregoing, the Accounting Agent shall in no event be liable for any loss or damage arising from causes beyond its reasonable control, including, without limitation, delay or cessation of services hereunder or any damages to the Fund or any Portfolio resulting therefrom as a consequence of any work stoppage, power or other mechanical failure, natural disaster, governmental action, communications disruption or other impossibility of performance. The Accounting Agent shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way due to any Portfolio's use of the accounting services or the performance of or failure to perform the Accounting Agent's obligations under this Agreement. The Fund and any Third Party Agents or Authorized Price Sources from which the Accounting Agent shall receive or obtain certain records, reports and other data included in the accounting services provided hereunder are solely responsible for the contents of such information, including, without limitation, the accuracy thereof. The Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered by the Fund or any Portfolio as a result of the Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the terms of the Price Source Authorization form attached hereto as Exhibit A with respect to the use of data obtained from Authorized Price Sources. The Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of the Fund or any Third Party Agent to provide it with the information required by Section 2.1 hereof.
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STANDARD OF CARE; LIMITATION ON LIABILITY. For the purpose of this Section 6, the term “Trading Advisor” is deemed to include the Trading Advisor, its affiliates, and each of their respective officers, directors, employees and agents.
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STANDARD OF CARE; LIMITATION ON LIABILITY. In performing his or her duties, a Manager or Officer conducts the Company’s business in good faith, with due care and in a manner he or she believes to be in the best interests of the Company and its Members. A Manager or Officer is not be liable to the Company or a Member for monetary damages for breach of fiduciary duty; provided, however, that nothing contained in this Agreement eliminates or limits the liability of a Manager or Officer for (a) any breach of his or her duty of loyalty to the Company or the Members, (b) acts or omissions not in good faith or that involve gross negligence, reckless or intentional misconduct or a knowing violation of the law, (c) any harassment or oppression of a minority Member, and (d) any transaction from which the Manager or Officer derived an improper personal benefit.
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STANDARD OF CARE; LIMITATION ON LIABILITY. The Subadvisor shall exercise its best judgment in rendering the services provided by it under this Agreement. The Subadvisor shall not be liable for any act or omission, error of judgment or mistake of law or for any loss suffered by the Fund Account, the Manager or the Trust in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Subadvisor against any liability to the Manager or the Trust or to holders of the Trust’s shares representing interests in the Fund to which the Subadvisor would otherwise be subject by reason of willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Subadvisor’s reckless disregard of its obligations and duties under this Agreement. Notwithstanding anything in this Agreement, in the event the Manager or the Fund changes, modifies or amends any of the Fund’s governing documents, investment objectives, policies or restrictions or other internal operational policies and procedures of the Fund or the Manager which affect the Subadvisor’s services hereunder, Subadvisor shall have no liability under this Agreement for failure to comply with any such change, modification or amendment for which Subadvisor does not have actual knowledge.
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STANDARD OF CARE; LIMITATION ON LIABILITY. In performing his or her duties, a Manager conducts the Company’s business in good faith, with due care and in a manner he believes to be in the best interests of the Company and its Members. A Manager is not liable to the Company or a Member for monetary damages for breach of fiduciary duty; provided, however, that nothing contained in this Agreement eliminates or limits the liability of a Manager for (a) any breach of his or her duty of loyalty to the Company or the Members, (b) acts or omissions not in good faith or that involve gross negligence, reckless or intentional misconduct or a knowing violation of the law, (c) any harassment or oppression of a minority Member, and (d) any transaction from which the Manager derived an improper personal benefit.
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Related to STANDARD OF CARE; LIMITATION ON LIABILITY

  • Standard of Care; Limitation of Liability The Adviser will exercise its best judgment in rendering the services described herein. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by the Adviser of its obligations and duties under this Agreement, or a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).

  • Standard of Care/Limitations of Liability (a) Subject to the terms of this Section 10, PFPC Trust shall be liable to the Funds (or any person or entity claiming through the Funds) for damages only to the extent caused by PFPC Trust’s own intentional misconduct, bad faith, negligence or reckless disregard of its duties under this Agreement (“Standard of Care”).

  • Standard of Care and Limitation of Liability The Portfolio Manager shall exercise its best judgment in rendering the services provided by it under this Agreement. The Portfolio Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or the Fund or the holders of the Fund's shares in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Portfolio Manager against any liability to the Trust, the Fund or to holders of the Fund's shares to which the Portfolio Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Portfolio Manager's reckless disregard of its obligations and duties under this Agreement. As used in this Section 7, the term "Portfolio Manager" shall include any officers, directors, employees or other affiliates of the Portfolio Manager performing services with respect to the Trust or the Fund.

  • Limitation on Liability The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

  • Limitation on Liabilities IF EITHER THE EXECUTIVE OR THE COMPANY IS AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED TO THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT (WHETHER EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF THIS AGREEMENT, SUCH DAMAGES SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND SHALL EXCLUDE (I) PUNITIVE DAMAGES, AND (II) CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES (E.G., LOST PROFITS AND OTHER INDIRECT OR SPECULATIVE DAMAGES). THE MAXIMUM AMOUNT OF DAMAGES THAT THE EXECUTIVE MAY RECOVER FOR ANY REASON SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS OWED (BUT NOT YET PAID) TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS NATURAL TERM OR THROUGH ANY SEVERANCE PERIOD, PLUS INTEREST ON ANY DELAYED PAYMENT AT THE MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM AND AFTER THE DATE(S) THAT SUCH PAYMENTS WERE DUE.

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