Standard of Care and Liability. Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all Services performed under this Agreement. Transfer Agent shall only be liable for any loss or damage as a result of Transfer Agent’s gross negligence or willful misconduct; provided that any liability of Transfer Agent will be limited in the aggregate to the ongoing account management fees paid hereunder by Fund to Transfer Agent during the twelve (12) months immediately preceding the event for which recovery from Transfer Agent is being sought.
Standard of Care and Liability. The Adviser shall perform its duties under this Agreement using its best judgment and efforts. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties under this Agreement, neither the Adviser nor any of its shareholders, directors, officers, employees or agents, nor any of their affiliates, executors, heirs, assigns, successors or other legal representatives (collectively, the “Affiliates”) shall be liable to the Fund for any error of judgment, mistake of law, or any act or omission by any such person relating to the services to be provided hereunder.
Standard of Care and Liability. The Sub-SubAdviser shall exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-SubAdviser or a reckless disregard of its duties hereunder, the Sub-SubAdviser, each of its affiliates and all respective partners, officers, Trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-SubAdviser (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, any of its Affiliates and each of the SubAdviser’s Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser and the Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.
Standard of Care and Liability. (a) GIS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by GIS in writing. GIS shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its reasonable efforts, in performing services provided for under this Agreement. GIS shall be liable for any damages arising out of GIS’s failure to perform its duties under this Agreement to the extent such damages arise out of GIS’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.
Standard of Care and Liability. The Sub-Advisor shall act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor or a reckless disregard of its duties hereunder, the Sub-Advisor, each of its affiliates and all respective partners, members, directors, officers, trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-Advisor (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Advisor, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates.
Standard of Care and Liability. The Sub-Advisor shall act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Trust, in rendering services in accordance with the terms of this Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor or a reckless disregard of its duties hereunder, the Sub-Advisor, each of its affiliates and all respective partners, members, directors, officers, trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-Advisor (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Advisor, the Trust or any of the shareholders of a Fund, in connection with the matters to which this Agreement relates.
Standard of Care and Liability. The duties of CMFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against CMFS hereunder. CMFS shall be liable for any damages arising directly out of CMFS' failure to perform its duties under this Agreement to the extent such damages arise directly out of CMFS' willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of it obligations and duties hereunder. (As used in this paragraph 7, the term "CMFS" shall include directors, officers, employees and other agents of CMFS as well as CMFS itself). Without limiting the generality of the foregoing or any other provision of this Agreement, CMFS shall not be liable for the validity or invalidity or authority or lack thereof of any instruction, notice or other instrument that CMFS reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust. CMFS shall not be liable for any pricing error caused by the failure of the Trust's investment adviser or subadviser to provide a trade ticket or for incorrect information included in any trade ticket provided. CMFS may at any time seek instructions from the Trust and may consult with counsel for the Trust or its own counsel, and with accountants and other experts with respect to any matter arising in connection with CMFS' duties hereunder, and CMFS shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the reasonable opinion of such counsel, accountants or other experts qualified to render such opinion. To the extent CMFS consults with Trust counsel pursuant to this provision, such expense shall be an expense of the Trust. In the event the Trust is converting from a prior service provider, CMFS shall be entitled to rely upon the Trust's books and records provided to CMFS by the prior service provider and shall have no duty to investigate whether such books and records are complete or accurate. CMFS shall not be subject to liability hereunder, to the extent CMFS cannot perform any of its services hereunder as a result of a failure of the Trust's former service provider.
Standard of Care and Liability. In performing the Services the FOUNDATION and its officers, directors, employees and agents shall exercise the care, diligence, prudence and skill that an institution acting in like capacity would exercise in dealing with the property of another person. The FOUNDATION shall not be liable for any loss incurred by the INVESTOR as a result of a loss caused by the FOUNDATION in providing the Services unless such loss is caused by the bad faith and/or gross negligence of the FOUNDATION.
Standard of Care and Liability. 4.1. The State agrees to act with Due Care when managing the investment of Investor funds deposited in the Separately Managed Account.
Standard of Care and Liability. 75 12.1. Standard of Care. 75 12.2. The Bank acting as for its own resources and operations. 75
