Indemnification Reliance and Limitation of Liability Sample Clauses

The "Indemnification, Reliance, and Limitation of Liability" clause defines the parties' responsibilities for covering losses, the extent to which each party can rely on representations, and the boundaries of financial liability in the event of a dispute or claim. Typically, this clause requires one party to compensate the other for certain damages or legal costs, clarifies what information or assurances can be depended upon, and sets caps or exclusions on the amount or types of damages recoverable. Its core function is to allocate risk between the parties, protect against unforeseen liabilities, and provide predictability regarding potential financial exposure.
Indemnification Reliance and Limitation of Liability. A. Standard of Care. Each party’s duties are limited to those expressly set forth in this Agreement and the parties do not assume any implied duties. NLCS shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing the Services provided for under this Agreement. NLCS shall be liable for damages arising directly or indirectly out of NLCS’ failure to perform its duties under this Agreement to the extent such damages arise directly or indirectly out of NLCS’ bad faith, gross negligence or willful misconduct or reckless disregard for its duties under this Agreement.
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Indemnification Reliance and Limitation of Liability 
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Related to Indemnification Reliance and Limitation of Liability

  • Indemnification and Limitation of Liability (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.