Standard of Liability Indemnification. (a) (i) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the owners of Units (the “Limited Owners”), or any of their respective successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust.
Standard of Liability Indemnification. (a) Each Licensee agrees to indemnify, defend and hold the Licensor and its successors, assigns, officers, directors, employees and agents harmless from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several (collectively, “License Damages”), directly or indirectly resulting from or arising out of (i) the failure of such Licensee to perform its duties in accordance with the terms of this Agreement, (ii) the material breach of any of such Licensee’s representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, confidentiality provisions, (iii) the infringement or misappropriation by such Licensee of any patent, copyright, trademark, servicemark, trade secret or other proprietary right of Licensor, (iv) the violation of any federal, state and local legal and regulatory requirements (including statutes, rules, regulations and ordinances) binding on such Licensee, (v) the inappropriate use of the Prosper System by such Licensee, (vi) the misuse, neglect, or lack of maintenance of the Prosper System by such Licensee, (vii) the addition, introduction or use of hardware or software that corrupts, damages, negatively interferes or otherwise negatively affect the Prosper System by such Licensee; provided, however, that such Licensee shall not be responsible for any License Damages resulting from or arising out of (i) the failure of the Licensor to perform its duties in accordance with the terms of this Agreement (unless such failure resulted from the actions or omissions of such Licensee), or (ii) the material breach of any of the Licensor’s representations, warranties, covenants or agreements contained in this Agreement.
Standard of Liability Indemnification. The Servicer shall not be liable to the Owner or its officers, employees, agents and directors for any actions or omissions to act in connection with the servicing of the Assets pursuant to this Agreement or for errors in judgment, except for actions or omissions to act of the Servicer which involve the Servicer’s fraud, negligence, willful misconduct or bad faith. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer agrees to indemnify, defend, and hold harmless, the Owner, its officers, employees, agents and directors from any liability, claim, loss, demand, action, damage, assessment, deficiencies, taxes, costs and expenses, including reasonable attorneys’ fees (“Damages”), directly or indirectly resulting from or arising out of the Servicer’s fraud, negligence, willful misconduct or bad faith. Except as otherwise expressly provided herein, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Assets in accordance with this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Servicer may, with the consent (not to be unreasonably withheld) of the Owner, undertake any such action which it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto. In such event, or if the Servicer deems it necessary to defend any such action, the Servicer shall be entitled to reimbursement from the related Custodial Account for its reasonable legal expenses and costs of such action.
Standard of Liability Indemnification. (a) The Portfolio Manager, its members, principals and affiliates and their respective members, officers, employees and agents (collectively, "PORTFOLIO MANAGER PARTIES") shall not be liable to the Master Fund or any other Shareholder (or assignee) for any claims, costs, expenses, damages or losses arising out of or in connection with this Agreement, the Master Fund and its operation or the offering of the Interests other than those directly attributable to the fraud, gross negligence or willful disregard of such Portfolio Manager Party's duties under this Agreement. No Portfolio Manager Party shall be liable to the Master Fund or any Shareholder for failure to obtain the lowest negotiated brokerage commission rates, or to combine or arrange orders so as to obtain the lowest brokerage commission rates with respect to any transaction on behalf of the Master Fund, or for failure to recapture, directly or indirectly, any brokerage commissions for the benefit of the Master Fund. No Portfolio Manager Party shall be liable to the Master Fund or any Shareholder for claims, costs, expenses, damages, or losses due to circumstances beyond any Portfolio Manager Party's control, including but not limited to, the bankruptcy, insolvency or suspension of normal business activities by any bank, brokerage firm or transfer agent holding assets of the Master Fund, or due to the negligence, dishonesty, bad faith or misfeasance of any employee, broker, agent or sub-contractor of the Master Fund chosen by a Portfolio Manager Party in good faith. In no respect by way of limiting the foregoing exculpatory provisions but rather by way of greater certainty, no Portfolio Manager Party shall be liable to the Master Fund or any Shareholder for any actions or omissions of (i) any broker or dealer chosen by a Portfolio Manager Party in good faith, (ii) any investment advisor chosen by a Portfolio Manager Party in good faith or (iii) any broker or dealer chosen by any investment advisor chosen by a Portfolio Manager Party. No Portfolio Manager Party shall bear any liability whatsoever in respect of valuations provided to a Portfolio Manager Party by unaffiliated investment advisers, brokers, dealers or others, provided that such valuations were relied upon in good faith.
Standard of Liability Indemnification. The Servicer shall not be liable to the Company or its successors, assigns, officers, directors, employees or agents, for any actions or omissions to act in connection with the servicing of the Borrower Loans or Securities pursuant to this Agreement or for errors in judgment, except as expressly provided in Section 3.12 and in the following paragraph. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder, except to the extent the Servicer knows that such document is false, misleading, inaccurate or incomplete. The Servicer agrees to indemnify, defend, and hold the Company and its successors, assigns, officers, directors, employees and agents harmless from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several (collectively, “Damages”), directly or indirectly resulting from or arising out of (i) the failure of the Servicer to perform its duties in accordance with the terms of this Agreement, (ii) the material breach of any of the Servicer’s representations, warranties, covenants or agreements contained in this Agreement including, but not limited to, confidentiality provisions, or (iii) except as otherwise provided in this Agreement, the acts or omissions of any permitted subservicer or service provider engaged by the Servicer to service the Borrower Loans or Securities as provided in Section 10.2; and (iv) infringement or misappropriation by the Servicer of any patent, copyright, trademark, servicemark, trade secret or other proprietary right of any other Person; provided, however, that the Servicer shall not be responsible for any Damages resulting from or arising out of (i) the failure of the Company to perform its duties in accordance with the terms of this Agreement (unless such failure resulted from the actions or omissions of the Servicer), (ii) the material breach of any of the Company’s representations, warranties, covenants or agreements contained in this Agreement, (iii) the origination, making, funding, sale or servicing of any Borrower Loans or Securities after the Termination Date, (iv) the absence or unavailability of any books, records, data, files and other Borrower Loan Documents or other documents evidencing or relating to a Borrower Loan, in any form, includ...
Standard of Liability Indemnification. (a) The General Partner shall perform his duties under this Agreement with due care and in accordance with the good practices of the industry, but the General Partner shall have no liability whatsoever to the Partnership or a Limited Partner for any Damages suffered by the Partnership or a Limited Partner that arises out of any act or failure to act by the General Partner not amounting to fraud, willful misconduct, gross negligence or bad faith.
Standard of Liability Indemnification. (a) The Trading Advisor and its affiliates and each of their officers, employees, directors, shareholders and controlling persons (the “Trading Advisor Parties”) shall have no liability to the Sponsor, the Aspect Series, the Aspect CS Series, the AlphaMosaic Series, the Platforms, any other entity that now or in the future invests in the Trading Fund, the Trading Fund or to any owners of Equity Interests (the “Members”), and shall be indemnified by the Trading Fund against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) (“Losses”), for conduct undertaken as a trading advisor to the Trading Fund or otherwise relating to any action or omission of the Trading Advisor Parties (or alleged action or omission) in connection with this Agreement; provided that, such action or omission (or alleged action or omission) does not constitute gross negligence, willful misconduct or breach of this Agreement or any fiduciary duty owed by the Trading Advisor to the Trading Fund and was done in a manner reasonably believed to be in, or not opposed to, the best interests of the Trading Fund. The indemnity provision contained in this Section 2(a) shall not increase the liability of each of the Aspect Series, the Aspect CS Series or the AlphaMosaic Series beyond the amount of its capital and profits (exclusive of distributions or other returns of capital, including redemptions), if any, in the Trading Fund.
Standard of Liability Indemnification. (a) The Trading Advisor and its affiliates and each of their officers, employees, directors, shareholders and controlling persons (the "Trading Advisor Parties") shall have no liability to the Sponsor, the Aspect Series, the Trading Fund or to any owners of Units (the "Members"), and shall be indemnified by the Trading Fund against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) ("Losses"), for conduct undertaken as a trading advisor to the Trading Fund or otherwise relating to any action or omission of the Trading Advisor Parties (or alleged action or omission) in connection with this Agreement; provided that, such action or omission (or alleged action or omission) does not constitute gross negligence, willful misconduct or breach of this Agreement or any fiduciary obligation to the Trading Fund and was done in a manner reasonably believed to be in, or not opposed to, the best interests of the Trading Fund. The indemnity provision contained in this Section 2(a) shall not increase the liability of the Aspect Series beyond the amount of its capital and profits (exclusive of distributions or other returns of capital, including redemptions), if any, in the Trading Fund.
Standard of Liability Indemnification. (a) PMI agrees to indemnify, defend and hold Prosper Funding and its successors, assigns, officers, directors, employees and agents harmless from and against any and all claims, damages, losses, liabilities, obligations, deficiencies, taxes, assessments, fines, judgments, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several (collectively, “Losses”), directly or indirectly resulting from or arising out of (i) the failure of PMI to perform its duties in accordance with the terms of this Agreement, (ii) the material breach of any of PMI’s representations, warranties, covenants or agreements contained in this Agreement, (iii) the infringement or misappropriation by PMI of any Patent, Copyright, Trademark, Trade Secret or other proprietary right of Prosper Funding, (iv) the violation of any federal, state and local legal and regulatory requirements (including statutes, rules, regulations and ordinances) binding on PMI, (v) the inappropriate use of the Prosper Card IP or Prosper White Label IP by PMI, (vi) the misuse, neglect, or lack of maintenance of the Prosper Card IP or Prosper White Label IP by PMI, or (vii) the addition, introduction or use of hardware or software that corrupts, damages, negatively interferes or otherwise negatively affect the Prosper Card IP or Prosper White Label IP by PMI; provided, however, that PMI shall not be responsible for any Losses resulting from or arising out of (A) the failure of Prosper Funding to perform its duties in accordance with the terms of this Agreement (unless such failure resulted from the actions or omissions of PMI), or (B) the material breach of any of Prosper Funding’s representations, warranties, covenants or agreements contained in this Agreement.
Standard of Liability Indemnification. The Trading Advisor, its officers, directors, employees and shareholders shall not be liable to the Trading Partnership, the Parent or their respective partners, or to any of their successors or assigns except by reason of acts or omissions in contravention of the express terms of this Agreement, or due to their misconduct or negligence, or by reason of not having acted in good faith and in the reasonable belief that such actions or omissions were in, or not opposed to, the best interests of the Trading Partnership or Parent. The Parent and the Trading Partnership, jointly and severally, shall indemnify, defend and hold harmless the Trading Advisor and its affiliates and their respective directors, officers, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Trading --------
