Common use of Indemnification and Limitation on Liability Clause in Contracts

Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form.

Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form. Expenses The Custodian shall be paid out of the Custodial Account for expenses of administration, including the fees of counsel employed by the Custodian relating directly to administration of or claims against or on behalf of the Custodial Account, taxes, and its fees for maintaining the Custodial Account which are set forth in the Application or in accordance with any schedule of fees subsequently adopted by the Custodian. The Custodian may sell Investment Company Shares and use the proceeds of sale to pay the foregoing expenses. Resignation and Removal The Investment Advisor may remove the Custodian at any time. The Custodian may resign as Custodian of any Employee's Custodial Account upon sixty (60) days' prior notice to the Investment Advisor.

Indemnification and Limitation on Liability. The EmployeeTo the fullest extent permitted by law, EmployerSeller and its parent(s), subsidiaries and/or affiliates (“Indemnifying Parties”) shall defend, indemnify and Custodian intend that the Custodian shall have hold harmless Buyer and exercise no discretionits parents, authority subsidiaries and affiliates and their respective officers, employees, agents, subcontractors and customers against all damages, claims, actions, liabilities, fines, assessments and expenses (including costs associated with recalling any Goods, reasonable attorneys' fees and costs) arising out of or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible resulting in any way for from (i) any defect in the tax treatment Goods or Services, (ii) any breach of any contribution warranty or distributionother term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or for subcontractors on Buyer’s premises (including, without limitation, personal injury, illness or death of Indemnifying Parties’ agents, representatives, employees or subcontractors; and property damage), regardless of the cause of such injury, illness or death, and even though caused in whole or in part by a pre-existing defect, the indemnified party’s (or indemnified persons’) negligence or any other action actual or nonaction taken pursuant alleged legal fault, whether sole, joint or concurrent, and (iv) the negligent acts or omissions of Indemnifying Parties, its agents, representatives, employees or subcontractors related to the Employee's or Employer's direction or that performance of the Employee's beneficiaryservices under this Order, executor or administrator. The Employee who directs but in no event shall the investment of his or her Custodial Account shall bear sole responsibility for indemnity obligation apply to liability caused by the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from sole negligence of Buyer with regard to (i) and (ii) above. Indemnifying Parties will conduct the defense of a violation third party claim diligently and with counsel reasonably satisfactory to Buyer, and will not consent to the entry of the provisions of ERISA a judgment or Regulations promulgated thereunder. The Custodian shall be under no duty to question enter into any direction of the Employee settlement with respect to the investment claim without the prior written consent of contributionsXxxxx (not to be withheld unreasonably). NOTHING IN THIS ORDER SHALL BE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. In no event shall the aggregate liability of Buyer arising out of or relating to make suggestions this Order exceed, in the aggregate, the fees paid by Xxxxx for the Goods and Services during the twelve (12) months preceding the event giving rise to the Employee with respect to claim. This Section shall survive the investmenttermination or expiration of this Order, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation formfor whatever reason.

Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment AdvisorAdviser, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor Adviser shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor Adviser may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form.