Common use of Company Indemnity Clause in Contracts

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance or use by the Transfer Agent or its agents or subcontractors of any information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; (d) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, and (ii) electronic instructions from Shareholders submitted through the Shareholder Internet Services, from Company through Issuer Online, or through any other electronic means pursuant to security procedures established by the Transfer Agent; (e) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”); and (f) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company Company, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from Company or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent; (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”)Shares; and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

Company Indemnity. The Company Each Company, severally and not jointly, shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability relating to that Company (collectively, “Losses”) arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The the Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the a Company or any other person or firm on behalf of the Company Company, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from a Company or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent;. (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”)Shares, provided such actions are taken in good faith and without negligence or willful misconduct; and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar, provided such actions are taken in good faith and without negligence or willful misconduct. Transfer Agent agrees that it will look only to the assets and property of a particular Company in asserting any rights or claims under this Agreement with respect to Services rendered with respect to that Company and will not seek to obtain settlement of such rights or claims from the assets and property of any other Company.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconductmisconduct or the breach of any representation or warranty of the Transfer Agent hereunder; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance or use by the Transfer Agent or its agents or subcontractors of any information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; (d) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, and (ii) electronic instructions from Shareholders submitted through the Shareholder Internet Services, from Company through Issuer Online, or through any other electronic means pursuant to security procedures established by the Transfer Agent; (e) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”); and (f) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance or use by the Transfer Agent or its agents or subcontractors of any information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar. For the avoidance of doubt, this paragraph shall not be read to relieve the Transfer Agent or its agents or subcontractors of liability for any action or inaction except to the extent that in taking such action or inaction the Transfer Agent directly relied upon or used such information, records, data and documents prepared and/or maintained by the Company or any other person or firm (other than such relying party) on the Company’s behalf; (d) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, and (ii) electronic instructions from Shareholders submitted through the Shareholder Internet Services, from Company through Issuer Online, or through any other electronic means pursuant to security procedures established by the Transfer Agent; (e) The negotiation and processing of all checks, checks including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”); andShares, provided that such negotiation and processing are taken without negligence or willful misconduct by Transfer Agent. (f) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

Company Indemnity. The Company shall Each Fund shall, severally and not jointly, indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement Agreement; provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The CompanyEach Fund’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the Company Fund or any other person or firm on behalf of the Company Fund, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from the Fund or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent; (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”)Shares; provided such actions are taken in good faith and without negligence or willful misconduct; and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock Share certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar; provided such actions are taken in good faith and without negligence or willful misconduct.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement Agreement; provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company Company, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from Company or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent; (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”)Shares; provided such actions are taken in good faith and without negligence or willful misconduct; and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock Share certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar; provided such actions are taken in good faith and without negligence or willful misconduct.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, "Losses") arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of Transfer Agent hereunder; (b) Company's lack of good faith, negligence or willful misconduct, or the breach of any representation or warranty of Company hereunder; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company Company, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from Company or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent; (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”)Shares, provided such actions are taken in good faith and without negligence or willful misconduct; and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock Share certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-co- transfer agent or co-registrar, provided such actions are taken in good faith and without negligence or willful misconduct.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, "LOSSES") arising out of or attributable to: : (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; misconduct or the breach of any representation or warranty of Transfer Agent hereunder; (b) The Company’s 's lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; ; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company Company, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from Company or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent; ; (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares Shares, provided such actions are taken in good faith and without negligence or willful misconduct; and (commonly known as “third party checks”); and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock Share certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar, provided such actions are taken in good faith and without negligence or willful misconduct.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance or use by the Transfer Agent or its agents or subcontractors of any information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; (d) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed in good faith to be genuine and to have been signed by the proper person or persons, including Shareholders, and (ii) electronic instructions from Shareholders submitted through the Shareholder Internet Services, from Company through Issuer Online, or through any other electronic means pursuant to security procedures established by the Transfer Agent; (e) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”); and (f) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconductmisconduct or the breach of any representation or warranty of the Transfer Agent hereunder; (b) The Company’s 's lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance or use by the Transfer Agent or its agents or subcontractors of any information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; (d) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, and (ii) electronic instructions from Shareholders submitted through the Shareholder Internet Services, from Company through Issuer Online, or through any other electronic means pursuant to security procedures established by the Transfer Agent; (e) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “"third party checks”"); and (f) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company Company, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from Company or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent; (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”)Shares; and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock Share certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability (collectively, "Losses") arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of Transfer Agent hereunder; (b) Company's lack of good faith, negligence or willful misconduct, or the breach of any representation or warranty of Company hereunder; (c) The reliance on or use by the Transfer Agent or its agents or subcontractors of any (i) information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company Company, including any former transfer agent or registrar, and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; ; (dii) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, Shareholders and their authorized agents or representatives (e.g. power of attorney); and (iiiii) electronic instructions from Company or Shareholders and their authorized agents or representatives (e.g. power of attorney) submitted through the Shareholder Internet Services, from Company through Issuer Online, Services or through any other electronic means pursuant to security procedures established by the Transfer Agent; (ed) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “third party checks”)Shares, provided such actions are taken in good faith and without negligence or willful misconduct; and (fe) The recognition, acceptance, or processing by the Transfer Agent of stock Share certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature counter signature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar, provided such actions are taken in good faith and without negligence or willful misconduct.

Company Indemnity. The Company shall indemnify and hold the Transfer Agent harmless from and against, and the Transfer Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to: (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement provided such actions are taken in good faith and without gross negligence or willful misconduct; (b) The Company’s 's lack of good faith, negligence or willful misconduct or the breach of any representation or warranty of the Company hereunder; (c) The reliance or use by the Transfer Agent or its agents or subcontractors of any information, records, data, and documents which have been prepared and/or maintained by the Company or any other person or firm on behalf of the Company and provided to the Transfer Agent or its agents or subcontractors. Such other person or firm shall include any former transfer agent or former registrar, or co-transfer agent or co-registrar or any current registrar where the Transfer Agent is not the current registrar; (d) The reliance or use by the Transfer Agent or its agents or subcontractors of (i) any paper or document reasonably believed to be genuine and to have been signed by the proper person or persons, including Shareholders, and (ii) electronic instructions from Shareholders submitted through the Shareholder Internet Services, from Company through Issuer Online, or through any other electronic means pursuant to security procedures established by the Transfer Agent; (e) The negotiation and processing of all checks, including checks made payable to Shareholders or prospective shareholders that are tendered to the Transfer Agent for the purchase of Shares (commonly known as “"third party checks”"); and (f) The recognition, acceptance, or processing by the Transfer Agent of stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of officers of the Company, and the proper countersignature of any former transfer agent or former registrar, or of a co-transfer agent or co-registrar.