Common use of Liability of the Investment Manager Clause in Contracts

Liability of the Investment Manager. 6.1 Neither the Investment Manager, its members, officers, employees and affiliates, nor their respective legal representatives (each, an “Indemnified Party”), shall be liable to the Client or its shareholders for any acts or omissions, or any error of judgment or for any loss suffered by them in connection with the management of the Client’s assets, except those resulting from the wilful default, fraud or gross negligence of or any material breach of this Agreement by the Indemnified Party. 6.2 The Investment Manager shall be entitled to rely absolutely upon and shall not incur any liability in respect of any action taken or thing suffered in good faith in reliance upon any paper or document believed to be genuine and to have been sealed or signed by the proper parties or be in any way liable for any forged or unauthorised signature or seal affixed to any document and in discharging its duties hereunder the Investment Manager may, in the absence of manifest error, rely without enquiry upon all information supplied to it by the Client or any of its directors, officers, servants, employees or agents. The Investment Manager may accept as sufficient evidence of any instruction, notice or other communication given to it by the Client or any of its directors, officers, servants, employees or agents any document or paper signed or purporting to be signed on its behalf by such person or persons whose signature the Investment Manager is for the time being authorised to accept. 6.3 The Investment Manager shall not be required or entitled to take any legal action on behalf of the Client or otherwise in respect of its services hereunder other than on such terms as the Client may in its absolute discretion agree and unless fully indemnified to the Investment Manager’s reasonable satisfaction for all costs and liabilities in connection therewith.