Common use of Standard of Liability Indemnification Clause in Contracts

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. (b) The Master Fund shall indemnify and hold harmless the Portfolio Manager Parties from and against any loss or expense suffered or sustained by any of them by reason of the fact that a Portfolio Manager Party is or was connected in any respect with the Master Fund or the offering of the Interests, including, without limitation, any judgment, settlement, attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding; provided that the Portfolio Manager Party would not have been subject to liability under SECTION 6(A) for the conduct which led to such loss or expense. The Master Fund shall advance payments asserted by a Portfolio Manager Party to be due under the preceding paragraph pending a final determination of whether such indemnification is, in fact, due, provided such Portfolio Manager Party agrees in writing to return any amounts so advanced (without interest) in the event such indemnification is determined not to be due. Whether or not a Portfolio Manager Party is entitled to indemnification hereunder shall be determined by the judgment of independent counsel as to whether such Portfolio Manager Party has reasonable grounds for asserting that indemnification is so due, unless otherwise determined by a court, arbitral tribunal or administrative forum. In the event the Master Fund is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Shareholder's activities, obligations or liabilities unrelated to the Master Fund's business, such Shareholder shall indemnify and reimburse the Master Fund for all loss and expense incurred, including reasonable attorneys' fees.

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"‘‘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 ’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, damages or losses due to circumstances beyond any Portfolio Manager Party's ’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. (b) The Master Fund shall indemnify and hold harmless the Portfolio Manager Parties from and against any loss or expense suffered or sustained by any of them by reason of the fact that a Portfolio Manager Party is or was connected in any respect with the Master Fund or the offering of the Interests, including, without limitation, any judgment, settlement, attorneys' ’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding; provided that the Portfolio Manager Party would not have been subject to liability under SECTION 6(ASection 6(a) for the conduct which led to such loss or expense. The Master Fund shall advance payments asserted by a Portfolio Manager Party to be due under the preceding paragraph pending a final determination of whether such indemnification is, in fact, due, provided such Portfolio Manager Party agrees in writing to return any amounts so advanced (without interest) in the event such indemnification is determined not to be due. Whether or not a Portfolio Manager Party is entitled to indemnification hereunder shall be determined by the judgment of independent counsel as to whether such Portfolio Manager Party has reasonable grounds for asserting that indemnification is so due, unless otherwise determined by a court, arbitral tribunal or administrative forum. In the event the Master Fund is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Shareholder's ’s activities, obligations or liabilities unrelated to the Master Fund's ’s business, such Shareholder shall indemnify and reimburse the Master Fund for all loss and expense incurred, including reasonable attorneys' ’ fees. The foregoing exculpation and indemnity shall not constitute a waiver of any rights of the Fund or any Shareholder under the U.S. federal securities laws.

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. (b) The Master Fund shall indemnify and hold harmless the Portfolio Manager Parties from and against any loss or expense suffered or sustained by any of them by reason of the fact that a Portfolio Manager Party is or was connected in any respect with the Master Fund or the offering of the Interests, including, without limitation, any judgment, settlement, attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding; provided that the Portfolio Manager Party would not have been subject to liability under SECTION 6(A) for the conduct which led to such loss or expense. The Master Fund shall advance payments asserted by a Portfolio Manager Party to be due under the preceding paragraph pending a final determination of whether such indemnification is, in fact, due, provided such Portfolio Manager Party agrees in writing to return any amounts so advanced (without interest) in the event such indemnification is determined not to be due. Whether or not a Portfolio Manager Party is entitled to indemnification hereunder shall be determined by the judgment of independent counsel as to whether such Portfolio Manager Party has reasonable grounds for asserting that indemnification is so due, unless otherwise determined by a court, arbitral tribunal or administrative forum. In the event the Master Fund is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Shareholder's activities, obligations or liabilities unrelated to the Master Fund's business, such Shareholder shall indemnify and reimburse the Master Fund for all loss and expense incurred, including reasonable attorneys' fees.