Common use of Employees or, Agents Clause in Contracts

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund and its Trustees, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund and its Trustees, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of if its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.;

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund and its Trustees, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, Agents, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the Fund, its Trustees, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund at the expense of the Fund, or of if its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel of the Fund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund of principal and of interest to the date of recovery of, Securities incorrectly omitted from the Fund's account or penalties imposed on the Fund, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, ; the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.

Employees or, Agents. The Custodian shall defend, indemnify and hold harmless the Fund Company and its TrusteesDirectors, Officers, Employees or Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise arise' from or relating to the Custodian's duties with respect to the Fund hereunder or any, other action or inaction of the Custodian or its Directors, Officers, Employees, AgentsAgency, nominees or Sub-Custodians as to the Fund, except such as may arise from the negligent action, omissions or willful misconduct of the FundCompany, its TrusteesIts Directors, Officers, Employees or Agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Fund Company at the expense of the Fund, or of if its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice advise or opinion of counsel of the FundCompany, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with advice or opinion of its counsel, unless counsel to the Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such questions of law. The Custodian shall be liable to the Fund Company for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason reasons of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agentsagency, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by the Fund Company on behalf of the Fund, of principal and of interest to the date of recovery ofon, Securities incorrectly omitted from the Fund's account or penalties imposed on the FundCompany, in connection with the Fund, for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, ; the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in questionquestions, and the party claiming a right to indemnification (the "Indemnified Party") will use reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and acid satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right of in indemnification confess any I claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The obligations of the parties hereto under this paragraph shall survive the termination of the Agreement.