General Definition of BNY Parties’ Liabilities, Rights and Duties Sample Clauses

General Definition of BNY Parties’ Liabilities, Rights and Duties. Except as otherwise provided herein, no BNY Party shall be liable for any costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Series of Trust, except those costs, expenses, damages, liabilities or claims arising out of the BNY Party’s own bad faith, gross negligence or willful misconduct. In no event shall a BNY Party be liable to any Series of Trust or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Master Services Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. No BNY Party shall be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by any other agent to the Trust, or for delays caused by circumstances beyond the BNY Party’s reasonable control, unless such loss, damage or expense arises out of the bad faith, gross negligence or willful misconduct of the BNY Party. In addition to and notwithstanding the other duties, rights, privileges and liabilities of the BNY Parties as otherwise set forth herein, the liabilities of each BNY Party are further defined as follows: (a) All moneys deposited with or received by a BNY Party hereunder related to a Series of Trust shall be held by it without interest as part of such Series of Trust’s assets or the Series Reserve Account of such Series of Trust until required to be disbursed in accordance with the provisions of this Master Services Agreement and such moneys will be segregated by separate recordation on the ledgers of the Custodian so long as such practice preserves a valid preference under applicable law, or if such preference is not so preserved, the Custodian shall handle such moneys in such other manner as shall constitute the segregation and holding thereof within the meaning of the Investment Company Act of 1940, as amended; (b) Each BNY Party may construe any of the provisions of this Master Services Agreement, insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any construction of any such provisions hereof by such BNY Party in good faith s...
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