Liability of Unitholders. No Unitholder shall be held to have any personal liability as such and no resort shall be had to the Unitholder’s private property for satisfaction of any obligation or claim arising out of or in connection with any contract or obligation of any of the Trust, the Manager or the Trustee or any obligation which a Unitholder would otherwise have to indemnify the Trustee for any personal liability incurred by the Trustee as such, but rather, only the Trust Property is intended to be liable and subject to levy or execution for such satisfaction. If the Trust acquires any investments subject to existing contractual obligations, the Manager, or the Trustee on the direction of the Manager, as the case may be, shall use its best efforts to have any obligations modified so as to achieve disavowal of contractual liability. Further, the Manager shall cause the operations of the Trust to be conducted, with the advice of Counsel, in such a way and in such jurisdictions as to avoid, as far as possible, any material risk of liability on the Unitholders of claims against the Trust and shall, to the extent it determines to be possible and reasonable, including the cost of premiums, cause the Trust to carry insurance for the benefit of the Unitholders in such amounts as it considers adequate to cover any such foreseeable non-contractual or non-excluded contractual liability.
Liability of Unitholders. No Unitholder or annuitant shall be held to have any personal liability as such and no resort shall be had to his private property for satisfaction of any obligation or claim arising out of or in connection with any contract or obligation of the Funds, the Manager or the Trustee or any obligation which a Unitholder or annuitant would otherwise have to indemnify the Trustee for any personal liability incurred by the Trustee as such, but rather the assets of the Funds only are intended to be liable and subject to levy or execution for such satisfaction. If any Fund acquires any investments subject to existing contractual obligations, the Manager or the Trustee on direction of the Manager, as the case may be shall use its best efforts to have any such obligations modified so as to achieve disavowal of contractual liability contemplated herein.
Liability of Unitholders. 20 SECTION 3.10 Indemnification ................................. 21
Liability of Unitholders. No Unitholder, in its capacity as such, shall incur or be subject to any liability in contract or in tort or of any other kind whatsoever to any person in connection with the Trust Fund or the obligations or the affairs of the Trust or with respect to any act performed by the Trustee or by any other person pursuant to this Indenture or with respect to any act or omission of the Trustee or any other person in the performance or exercise, or purported performance or exercise, of any obligation, power, discretion or authority conferred upon the Trustee or such other person hereunder or with respect to any transaction entered into by the Trustee or by any other person pursuant to this Indenture. No Unitholder shall be liable to indemnify the Trustee or any such other person with respect to any such liability or liabilities incurred by the Trustee or by any such other person or persons or with respect to any taxes payable by the Trust or by the Trustee or by any other person on behalf of or in connection with the Trust. Notwithstanding the foregoing, to the extent that any Unitholders are found by a court of competent jurisdiction to be subject to any such liability, such liability shall be enforceable only against, and shall be satisfied only out of, the Trust Fund and the Trust (to the extent of the Trust Fund) is liable to, and shall indemnify and save harmless any Unitholder against any costs, damages, liabilities, expenses, charges or losses suffered by any Unitholder from or arising as a result of such Unitholder not having any such limited liability.
Liability of Unitholders. Any Liability of the Trust arising out of this Agreement shall be satisfiable only out of the Trust estate and shall not, in any event, including the exhaustion of the Trust estate, be satisfiable out of amounts at any time distributed to any unitholders of the Trust or out of any other assets owned by any unitholder of the Trust.
Liability of Unitholders. 20 SECTION 3.12 Indemnification by the Company....................................................20 SECTION 3.13 Investment Representations of Unitholders.........................................21
Liability of Unitholders. 8 2.7 Contracts of the Trust.............................................9 2.8 Head Office of Trust...............................................9
Liability of Unitholders. There is no direct liability of any Unitholder for the debts and obligations of the Fund, respectively the Sub-fund.
Liability of Unitholders. Except as may be required under the Delaware Act or specifically agreed to in any written agreement, no Unitholder shall be liable, whether to the Company, to any of the other Unitholders or to any creditor of the Company, for any debts, liabilities, contracts or obligations of the Company, regardless of whether such Unitholder serves as an agent or employee of the Company or an officer, director, stockholder, agent or employee of Andromeda or GXYF. Without limiting the foregoing, the failure of the Company to observe any formalities or requirements relating to exercise of the Company’s powers or management of its business or affairs under this Agreement or the Delaware Act shall not be grounds for imposing personal liability on any Unitholder for liabilities of the Company. No Unitholder shall, except as otherwise required by the Delaware Act, be required to make any Capital Contributions in addition to those set forth on Exhibit A or to lend any funds to the Company. The Company shall indemnify each Unitholder and its partners, directors, officers, trustees, employees and agents against any and all liabilities and expenses (including but not limited to amounts paid in satisfaction of judgments, in compromise, settlement and counsel fees) reasonably incurred in connection with the defense or disposition of any actual or threatened claim, action, suit or proceeding made by any party, other than the Company or another Unitholder, against such Unitholder in its capacity as a Unitholder of the Company for any debts, liabilities or obligations of the Company, except in the case of liabilities and expenses with respect to any matter arising out of a breach by the Unitholder of its obligations under this Agreement or which are the result of such Unitholder’s willful malfeasance, gross negligence, reckless disregard of duty or fraud; provided, however, that nothing in this Section 2.06 shall limit a Person’s right to indemnification under Section 7.07 to the extent Section 7.07 is applicable.
Liability of Unitholders. No Unitholder shall incur or be subject to any liability whatsoever (whether direct or indirect, absolute or contingent), in tort, contract or otherwise, to any Person in connection with the Fund Property or the obligations or affairs of the Fund or with respect to any agreement relating to the Fund or with respect to any act or omission of the Trustee, the Manager or any Investment Advisor or any other Person in the performance or exercise, or purported performance or exercise, of any obligation, power, discretion or authority conferred upon the Trustee, the Manager or any Investment Advisor or such other Person whether under this Trust Agreement or otherwise or with respect to any transaction entered into by the Trustee, the Manager or any Investment Advisor or by any other Person whether pursuant to this Trust Agreement or otherwise or in respect of any taxes, levies, imposts or charges or fines, penalties or interest in respect of any of the foregoing payable by the Fund or by the Trustee or by any other Person on behalf of or in connection with the activities or affairs of the Fund or the Fund Property and no Unitholder shall be liable to indemnify the Trustee or any other Person with respect to any such liability incurred or with respect to any taxes payable by the Fund or by the Trustee or any other Person on behalf of or in connection with the Fund and, to the extent that any such liability of Unitholders may arise, it shall be enforceable only against, and shall be satisfied only out of, the Fund Property. Nothing herein shall preclude the Trustee from exercising any rights granted to it under the Tax Act or any other applicable taxation legislation to withhold from amounts payable to Unitholders or otherwise recover from Unitholders any taxes which the Trustee has paid on behalf of such Unitholders. Each Unitholder is hereby indemnified and shall be reimbursed out of the Fund Property in respect of all liabilities, costs, charges and expenses reasonably incurred or sustained by such Unitholder in connection with the Fund Property or the obligations or affairs of the Fund by reason only of being or having been a Unitholder. The rights accruing to a Unitholder under this Section 4.2 shall not exclude any other right to which such Unitholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Fund to indemnify or reimburse a Unitholder in any appropriate situation even though not specifically provided herein; prov...
