Standard of Liability and Indemnity. Subject to Section 2 hereof, DWR and its affiliates (as defined below) shall not be liable to the Customer, the General Partner or Limited Partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which DWR determines, in good faith, to be in the best interests of the Customer, unless such act, omission, conduct, or activity by DWR or its affiliates constituted misconduct or negligence. The Customer shall indemnify, defend and hold harmless DWR and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct or activity undertaken by DWR on behalf of the Customer pursuant to this Agreement, including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner (or assignee thereof), provided that (i) DWR has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct, or activity that was the basis for such loss, liability, damage, cost, or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, neither DWR nor any of its affiliates shall be indemnified by the Customer for any losses, liabilities, or expenses arising from or out of an alleged violation of federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (c) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC, and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim they were offered or sold Units, with respect to indemnificati...
Standard of Liability and Indemnity. (a) Neither the Portfolio Manager nor any of its affiliates nor any of its or their members, partners, officers, directors, managers, employees or shareholders or any of their respective successors and assigns (collectively, the “Portfolio Manager Parties”) shall be liable, responsible or accountable in damages or otherwise to the Company or its successors, assignees or transferees, or to third parties for any act or omission performed or omitted by them on behalf of the Company and in a manner reasonably believed by them to be within the scope of the authority granted to them by this Agreement or for any costs, damages or liabilities arising therefrom or by law, unless that act or omission constitutes a breach of fiduciary obligations, fraud or willful misconduct by the Portfolio Manager (the “Portfolio Manager Bad Acts”). Neither the Portfolio Manager nor any of the Portfolio Manager Parties shall have any liability to the Company for any losses suffered due to the action or inaction of any agent or representative retained by the Portfolio Manager, provided that such person was selected by the Portfolio Manager with reasonable care irrespective of the reason for the loss. The Portfolio Manager and the Portfolio Manager Parties may consult with counsel and accountants in respect of the Company’s affairs and be fully protected and justified in any action or inaction which is taken in good faith and in accordance with the information, reports, statements, advice or opinion provided by such counsel and/or accountants, provided that they were selected with reasonable care and the matter consulted is reasonably believed by such persons to be within such counsel’s or accountants’ professional or expert competence. All investment and trading activity with respect to the Assets shall be for the account and risk of the Company and, except as otherwise provided herein, neither the Portfolio Manager nor any Portfolio Manager Party shall incur any liability for investment or trading profits or losses resulting therefrom, or any expenses related thereto.
Standard of Liability and Indemnity. (A) (a) STANDARD OF LIABILITY. MSIL AND ITS AFFILIATES (AS DEFINED BELOW) SHALL NOT BE LIABLE TO CUSTOMER, THE GENERAL PARTNER OF THE CUSTOMER, OR THE LIMITED PARTNERS OF THE CUSTOMER ("LIMITED PARTNERS"), OR ANY OF ITS OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS, FOR ANY ACT, OMISSION, CONDUCT, OR ACTIVITY UNDERTAKEN BY OR ON BEHALF OF THE CUSTOMER PURSUANT TO THIS AGREEMENT WHICH MSIL DETERMINES, IN GOOD FAITH, TO BE IN THE BEST INTEREST OF THE CUSTOMER, UNLESS SUCH ACT, OMISSION, CONDUCT, OR ACTIVITY BY MSIL OR ITS AFFILIATES CONSTITUTED MISCONDUCT OR NEGLIGENCE. WITHOUT LIMITING THE FOREGOING, MSIL SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO CUSTOMER HEREUNDER (I) IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE BY ANY EXCHANGE, CLEARING HOUSE OR OTHER THIRD PARTY (INCLUDING FLOOR BROKERS NOT SELECTED BY MSIL) AND/OR BROKER TO MSIL OF ITS OBLIGATIONS IN RESPECT OF ANY CONTRACT OR TRANSACTION OR OTHER PROPERTY OF CUSTOMER; (II) AS A RESULT OF ANY PREDICTION, RECOMMENDATION OR ADVICE MADE OR GIVEN BY A REPRESENTATIVE OF MSIL WHETHER OR NOT MADE OR GIVEN AT THE REQUEST OF CUSTOMER; (III) AS A RESULT OF MSIL'S RELIANCE ON ANY INSTRUCTIONS, NOTICES AND COMMUNICATIONS THAT IT BELIEVES TO BE THAT OF AN INDIVIDUAL AUTHORIZED TO ACT ON BEHALF OF CUSTOMER; (IV) AS A RESULT OF ANY DELAY IN THE PERFORMANCE OR NON-PERFORMANCE OF ANY OF MSIL'S OBLIGATIONS HEREUNDER DIRECTLY OR INDIRECTLY CAUSED BY THE OCCURRENCE OF ANY CONTINGENCY BEYOND THE CONTROL OF MSIL INCLUDING, BUT NOT LIMITED TO, THE UNSCHEDULED CLOSURE OF AN EXCHANGE OR CLEARING HOUSE OR DELAYS IN THE TRANSMISSION OF ORDERS DUE TO BREAKDOWNS OR FAILURES OF TRANSMISSION OR COMMUNICATION FACILITIES, EXECUTION, AND/OR TRADING FACILITIES OR OTHER SYSTEMS, IT BEING UNDERSTOOD THAT MSIL SHALL BE EXCUSED FROM PERFORMANCE OF ITS OBLIGATIONS HEREUNDER FOR SUCH PERIOD OF TIME AS IS REASONABLY NECESSARY AFTER SUCH OCCURRENCE TO REMEDY THE EFFECTS THEREFROM; (V) AS A RESULT OF ANY ACTION TAKEN BY MSIL TO COMPLY WITH MARKET REQUIREMENTS OR APPLICABLE LAW; OR (VI) FOR ANY ACTS OR OMISSIONS OF THOSE NEITHER EMPLOYED NOR SUPERVISED BY MSIL (EXCLUDING FLOOR BROKERS SELECTED BY MSIL). IN NO EVENT WILL MSIL BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES HEREUNDER.
Standard of Liability and Indemnity. (a) The Trading Advisor and its affiliates (as defined below) shall not be liable to the Partnership, the General Partner, the limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Partnership, which the Trading Advisor determines, in good faith to be in the best interests of the Partnership, unless such act, omission, conduct, or activity constituted misconduct or negligence.
Standard of Liability and Indemnity. (a) The Trading Advisor and its affiliates (as defined below) shall not be liable to the Partnership, the General Partner, the Limited Partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Partnership; provided, that, the Trading Advisor shall be liable for such act, omission, conduct or activity unless the Trading Advisor in good faith determines such act, omission, conduct or activity to be in the best interests of the Partnership, and such act, omission, conduct, or activity did not constitute misconduct or negligence.
Standard of Liability and Indemnity. A. Subject to Section 2 and Sections 10 through 14 hereof, the Trading Manager and its stockholders, directors, officers, employees, agents, and its or their respective successors and assigns shall not be liable to the Partnership, the General Partner, its stockholder, officers, directors, or employees, the limited partners of the Partnership, or any of its or their respective successors or assigns, except by reason of acts of, or omissions due to, bad faith, misconduct, or negligence, or for not having acted in good faith in the reasonable belief that such acts or omissions were in, or not opposed to, the best interests of the Partnership, or by reason of a material breach of this Agreement, or by reason of a material breach of a representation or warranty in this Agreement.
Standard of Liability and Indemnity. (a) Securities Intermediary shall be liable to Lender only for any loss, damage, cost, expense (including reasonable attorneys' fees and disbursements), liability or claim to the extent arising from willful misfeasance, bad faith or negligence on the part of Securities Intermediary. Securities Intermediary shall be liable to Borrower only for any loss, damage, cost, expense (including reasonable attorneys' fees and disbursements), liability or claim to the extent arising from willful misfeasance, bad faith or gross negligence on the part of Securities Intermediary. In no event shall Securities Intermediary be liable for special, indirect or consequential damages, even if Securities Intermediary has been advised of the possibility of such damages.
Standard of Liability and Indemnity. (a) No party to this Agreement shall be liable to any other party for any act or failure to act unless such act or failure to act constitutes a breach of this Agreement, negligence or willful misconduct.
Standard of Liability and Indemnity. EJ Capital shall not be liable to Customer or to any third party except by reason of acts that constitute gross negligence, bad faith or intent to defraud. Customer will indemnify, hold harmless, and defend EJ Capital and its employees, officers, shareholders, affiliates and agents, from and against any liability, loss cost, damage, or expense (including attorney’s fees) and any amount paid in settlement thereof to which any of them may become subject to in acting pursuant to or in furtherance of this Agreement or in connection with any transaction for the Account.
Standard of Liability and Indemnity. RICHTEAM shall not be liable to Client or to any third party except by reason of acts that constitute gross negligence, bad faith or intent to defraud. Client will indemnify, hold harmless, and defend RICHTEAM and its affiliates and agents, from and against any liability, loss cost, damage, or expense (including attorney’s fees) and any amount paid in settlement thereof to which any of them may become subject to in acting pursuant to or in furtherance of this Agreement or in connection with any transaction for the Account.
