Liabilities of the Manager. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
Liabilities of the Manager. Manager (including its directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by 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 the part of the Manager in the performance of its duties or from the reckless disregard by Manager of its obligations and duties under this Agreement ("disabling conduct"). However, Manager will not be indemnified for any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that Manager was not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by the Manager in
Liabilities of the Manager. The Manager (including its directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by 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 the part of the Manager in the performance of its duties or from the reckless disregard by the Manager of its obligations and duties under this Agreement ("disabling conduct"). However, the Manager will not be indemnified for any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that the Manager was not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Act nor parties to the proceeding ("disinterested,
Liabilities of the Manager. A. In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or duties hereunder on the part of the Manager or its partners, the Manager and its partners shall not be subject to liability to Accessor Funds or to any shareholder of Accessor Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Accessor Funds shall indemnify the Manager and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Manger in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding arising out of or otherwise based upon any action taken or omitted to be taken by the Manager in connection with the performance of its duties or obligations under this Agreement.
Liabilities of the Manager. A. Except as provided below in this paragraph 7, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager ("disabling conduct"), the Manager shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. B. The Manager shall not be indemnified for any liability unless (i) a final decision is made on the merits by a court or other body before whom the proceeding was brought that the Manager was not liable by reason of disabling conduct, or (ii) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that the Manager was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by the Manager in defending a proceeding, upon the undertaking by or on behalf of the Manager to repay the advance unless it is ultimately determined that the Manager is entitled to indemnification, so long as the Manager meets at least one of the following as a condition to the advance: (i) the Manager shall provide a security for its undertaking, (ii) the Fund shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the Trustees who are not interested persons of the Trust or the Manager, or an independent legal counsel in a written opinion, shall determine, based on a review of the readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Manger ultimately will be found entitled to indemnification. Any person employed by the Manager who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as the Manager's employee or agent. C. No provision of this Agreement shall be construed to protect any Trustee, director, officer or agent of the Trust or the Manager from liability in violation of Sections 17(h) and (i) of the Act.
Liabilities of the Manager. In the absence of willful misfeasance or bad faith, gross negligence or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of or connected with rendering services hereunder. Any person, even though also an officer, director, employee or agent of Manager, who may be or become a Trustee, officer, employee or agent of the Trust shall be deemed, when rendering services to the Trust or acting with respect to any business of the Trust, to be rendering such services to or acting solely for the Trust and not as an officer, director, employee or agent or one under the control of the Manager even though paid by it.
Liabilities of the Manager. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder or on the part of the Manager or its corporate affiliates, the Manager and its corporate affiliates shall not be subject to liability to the Company, the Funds or to any shareholder of the Company or the Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding, or sale of any security. Without limiting the foregoing, the Manager and its corporate affiliates shall not be subject to liability to the Company or the Funds, any shareholder of the Company or the Funds, or any other party for any losses caused by or resulting from any act or omission of the Company, the Funds, their officers or directors, representatives or agents of the Company or the Funds, or of any service provider to the Company or the Funds or such service provider's officers, directors, representatives or agents.
Liabilities of the Manager. The Manager (including its directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence
Liabilities of the Manager. A. In the wazzu absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Trust.
Liabilities of the Manager. (a) It is understood that Manager will be acting in a similar capacity for other institutional and individual customers (including clients with discretionary accounts and clients with whom it may be affiliated) and that investments and reinvestments for the Account may differ from those made or recommended with respect to the accounts and customers even though the investment objectives may be the same or similar; however, Manager shall allocate investment opportunities among clients on a fair and equitable basis and in accordance with the Manager’s trade allocation policies and procedures. Manager shall have responsibility with respect to the tendering of securities or interest coupons in response to offers, calls or redemptions or with respect to the exercise of conversion rights, subscription rights or other options relating to the portfolio. The presence of exculpatory language in this Agreement shall not be deemed by ISBI, Manager or any other party appointed pursuant to this Agreement, including without limitation, the Custodian, or any successor custodian, as in any way limiting causes of action and remedies that may, notwithstanding such language, be available to ISBI either under common law or statutory law principles applicable to fiduciary relationships or under applicable securities laws.
