Indemnity to the Client. The Custodian agrees to indemnify the Client, on behalf of a Portfolio, (including without limitation each and any of its respective officers, directors, employees, and representatives) for all losses, costs, damages and expenses (including reasonable legal fees incurred by the Client or such person in any action or proceeding between the Client and the Custodian or between the Client, on behalf of a Portfolio, and any third party) arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client, on behalf of a Portfolio, in connection with or arising out of the Custodian’s failure to exercise its standard of care under this Agreement, including the negligence, willful misconduct or fraud of the Custodian, any Subcustodian or Administrative Support Provider, or any of their nominees, agents or delegates; provided, however, the obligation of the Custodian for any Loss shall not exceed the direct damages specified in Section 9 hereof.
Indemnity to the Client. The Custodian agrees to indemnify the Client and to defend and hold the Client harmless from all Losses incurred by the Client in connection with this Agreement resulting from the Custodian’s negligence, wilful misconduct, fraud , breach of this Agreement or breach of the standard of care specified in Section 10 (A) of this Agreement, or any of its nominees’, sub custodians’ or administrative support providers’ negligence, wilful misconduct, fraud or breach of the standard of care specified in Section 10 (A) of this Agreement; provided, however, the Custodian shall only be liable for such loss, damages, claims, etc. to the to the extent the Custodian would liable for such item as specified in Section 10 (B) of this Agreement. In no event shall the Custodian be obligated to make any payment other than its responsibility for payment for any loss or damage as specified in Section 10 (B) of this Agreement (except for reasonable legal costs as provided herein).
Indemnity to the Client. The Custodian shall indemnify the Client and its respective nominees and their employees, officers and directors (each, a “Client Indemnified Party”) and defend and hold each Client Indemnified Party harmless from and against any direct damages incurred by any Client Indemnified Party in connection with this Agreement due to the negligence, wilful misconduct or fraud of the Custodian, or any subcustodian or administrative support provider or any of their nominees, or any Custodian Indemnified Party. For purpose of this indemnity direct damages will include reasonable attorneys fees or other reasonable expenses actually incurred and paid by a Client Indemnified Party including amounts required to be paid to any third party in any claim jointly made against the Client and the Custodian. Under no circumstances will the Custodian be liable for special or punitive damages, or consequential loss or damage, or any loss of profits, goodwill, business opportunity, business, revenue or anticipated savings, in relation to this Agreement, whether or not the relevant loss was foreseeable, or the Custodian was advised of the possibility of such loss or damage or that such loss was in the contemplation of the relevant Client Indemnified Party.
Indemnity to the Client. Citi agrees to indemnify the Trust (including without limitation each and any of its respective officers, directors, employees, and representatives) for, and to defend and hold the Trust harmless from, all losses, costs, damages and expenses (including reasonable legal fees incurred by the Trust or such person in any action or proceeding between the Trust and Citi or between the Trust and any third party arising from or in connection with the performance of this Agreement) (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Trust in connection with or arising out of this Agreement, except any Loss that is payable to Citi or any other person as specified in Section 15(A) of this Agreement; provided, however, the liability of Citi for any Loss will not exceed the payment of Direct Damages as provided in Section 14(B)(i) of this Agreement except for reasonable legal fees as specified in this Section 15(C).
Indemnity to the Client. The Custodian agrees to indemnify the Client for, and to defend and hold the Client harmless from, all losses, costs, damages and expenses (including reasonable legal fees incurred by the Client in any action or proceeding between the Custodian and the Client or between the Client and any third party arising from or in connection with the performance of this Agreement by Custodian, including any subcustodian or administrative support provider or any of their nominees) (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client in connection with or arising out of this Agreement, except any Loss that is payable to the Custodian or any other person as specified in Section 12(A) of this Agreement; provided, however, the liability of the Custodian for any Loss will not exceed the payment of damages as provided in Section 10(b) of this Agreement except for reasonable legal fees as specified in this Section 12(C).
Indemnity to the Client. The Custodian agrees to indemnify the Client and to defend and hold the Client harmless from all losses, costs, damages and expenses (including reasonable legal fees) and liabilities for any claims, demands or actions (each referred to as a "Loss"), incurred by the Client to the extent any Loss results from the Custodian's (or its subcustodians' or administrative support providers') negligence, willful misconduct or fraud; provided, however the Custodian's liability for any Loss shall not exceed the Custodian's responsibility for damages as specified in Section 10(B) of this Agreement together with reasonable attorneys' fees. Under no circumstances will the Custodian be liable to the Client for consequential loss or damage, even if advised of the possibility of such loss or damage.
Indemnity to the Client. The Custodian agrees to indemnify the Client and to defend and hold the Client harmless from all losses, costs, damages and expenses (including reasonable legal fees) and liabilities for any claims, demands or actions (each referred to as a “Loss”), incurred by the Client in connection with this Agreement resulting from the negligence, willful misconduct or fraud of the Custodian or any of its nominees, sub custodians or administrative support providers; provided, however, the payment to the Client under this Section 12(B) for any Loss shall not exceed the payment to the Client for losses under Section 10(B) of this Agreement together with any other amounts that are direct damages that the Client is legally obligated to pay to any person
Indemnity to the Client. The Custodian agrees to indemnify and to defend and hold the Client, Fund and each of their respective trustees, officers, employees, agents, representatives and affiliates harmless from all Losses incurred by the Client or a Fund in connection with this Agreement as a result of the Custodian’s negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or agent or any branch or subsidiary, except any Loss resulting from the Client’s or agent of the Client’s negligence, willful misconduct or fraud. Under no circumstances will the Custodian be liable to the Client or Fund for consequential loss or damage, even if advised of the possibility of such loss or damage. The Client has a duty to mitigate damages for which it is responsible.
Indemnity to the Client. The Custodian agrees to indemnify the Client (including without limitation each and any of its respective officers, directors, employees, and representatives) for all losses, costs, damages and expenses (including reasonable legal fees incurred by the Client or such person in any action or proceeding between the Client and the Custodian or between the Client and any third party) arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client in connection with or arising out of the negligence, willful misconduct or fraud of the Custodian, any Sub custodian or Administrative Support Provider, or any of their nominees, agents or delegates; provided, however, the obligation of the Custodian for any Loss shall not exceed the direct damages specified in Section 12(B)(i) hereof.
