LIABILITY OF THE CUSTODIAN. In the absence of bad faith on the part of the Custodian, the Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or other document furnished to the Custodian, reasonably believed by the Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement; but in the case of any loan document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to the Custodian, the Custodian shall be under a duty to examine the same in accordance with the requirements of this Custodial Agreement. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their breach of its or their obligations hereunder, or by its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and reasonably believed by it or them to be within the purview of this Custodial Agreement, even if advised of the possibility of such damages.
LIABILITY OF THE CUSTODIAN. FOR ACTIONS OF OTHERS 20 (a) Domestic Subcustodians 20 (b) Liability for Acts and Omissions of Foreign Subcustodians 20 (c) Securities Systems, Interim Subcustodians, Special Subcustodians, Securities Depositories and Clearing Agencies 20 (d) Defaults or Insolvencies of Brokers, Banks, Etc. 20 (e) Reimbursement of Expenses 20
LIABILITY OF THE CUSTODIAN. 19.1 None of the Custodian, its directors, officers, employees or shareholders shall be liable or responsible to the Client for any Liability (including, but not limited to, any Liability arising from negligence unless otherwise stated) which may directly or indirectly result from:
(a) anything done or omitted to be done by:
(i) the Custodian or any Sub-Custodian that is an Affiliate of the Custodian in connection with this Schedule, other than any Liability to the Client that is caused directly by the negligence, fraud or wilful default of the Custodian or such Affiliate; or
(ii) any other Delegate, in connection with this Schedule, other than any Liability to the Client that is caused directly by the failure of the Custodian to comply with its duties under Clause 0(a) of this Schedule; or
(iii) any Clearing System, investment exchange, broker or any other third party; or
(b) without prejudice to the generality of Clause 0(a), the occurrence of:
(i) an Insolvency Event in respect of any Sub-Custodian that is not an Affiliate of the Custodian, other Delegate, Clearing System or any other third party including, but not limited to, any broker, counterparty or issuer of Securities; or
(ii) any failure by the Custodian to perform any of its obligations if such performance would result in the Custodian being in breach of any Rules which are applicable to it; or
(iii) any event set out in Clause Error! Reference source not found..
19.2 Liabilities to the Client arising under Clause 0 shall be limited to the amount of the Client’s actual loss (such loss shall be limited to the market value of any Securities held by the Custodian on the date of default of the Custodian or, if later, the date on which the Liability arises as a result of such default) but without reference to any special conditions or circumstances known to the Custodian at the time of entering into the Agreement, or at the time of accepting any Instructions which increase the amount of the Liability. In no event shall the Custodian be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive or consequential damages, or for other indirect losses, whether or not the Custodian has been advised of the possibility of such Liability.
19.3 To the extent a Liability should arise as a result of the acts or the failure to act by any Sub- Custodian that is not an Affiliate of the Custodian, the Custodian shall take appropriate action to recover...
LIABILITY OF THE CUSTODIAN. Except to the extent that the Custodian has not complied with Section 4.1, the Custodian shall not be liable for any act or omission in the course of, or connected to, rendering services hereunder or for loss to, or diminution of, the Property. In no event shall the Custodian be liable for any consequential or special damages, including but not limited to loss of reputation, goodwill or business.
LIABILITY OF THE CUSTODIAN. The Custodian shall maintain and segregate all Collateral which at any time comes into its possession in accordance with the customary standards in the industry for such possession. The Custodian shall not be liable for any loss resulting from the investment of any moneys held by it hereunder. The Custodian shall in no event be liable for any violation by the Public Depository of, or be responsible to ensure the Public Depository's compliance with, the Public Deposits Act. In addition, the Custodian makes no representations concerning Connecticut law as it relates to the Public Depository's holding and securing of Public Deposits under the requirements of the Public Deposits Act applicable to the Public Depository. The Collateral is subject to the requirements of the Public Deposits Act; provided, however, that the Custodian shall have no liability to ensure the Public Depository's compliance with such requirements.
LIABILITY OF THE CUSTODIAN. 1. The Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of the Custodian to exercise the care, prudence and diligence required of the Custodian under this Foreign Custody Manager Agreement. In no event shall the Custodian be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Foreign Custody Manager Agreement.
2. The Fund shall indemnify the Custodian and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Custodian by reason or as a result of any action or inaction, or arising out of the Custodian's performance hereunder, provided that the Fund shall not indemnify the Custodian to the extent any such costs, expenses, damages, liabilities or claims arises out of the Custodian's failure to exercise the reasonable care, prudence and diligence required of it under this Foreign Custody Manager Agreement.
3. The Custodian shall have only such duties as are expressly set forth herein. In no event shall the Custodian be liable for any Country Risks associated with investments in a particular country.
LIABILITY OF THE CUSTODIAN. Neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement, including without limitation in the selection of shippers and methods of shipment, except for its or their own gross negligence or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith. The Custodian shall not be responsible to any party for recitals, statements or warranties or representations of the Borrower contained herein or in any document or be bound to ascertain or inquire as to the performance or observance of any of the terms of this Agreement or any participation and servicing agreement with respect to the Portfolio Investments on the part of the Borrower, except as may otherwise be specifically set forth herein.
LIABILITY OF THE CUSTODIAN. Subject to the provisions of this Agreement the Custodian shall use all reasonable care in the performance of its duties under this Agreement. The Custodian's liability at any time in connection with any cash and Securities deposited under the terms of this Agreement shall be subject to Clause 7.1 and shall not in any circumstances exceed the amount or (as appropriate) market value of such cash and Securities at the time of failure to exercise reasonable care as aforesaid whether or not then held by the Custodian. The Custodian shall have no liability or responsibility to the Customer with respect to any changes in the standard of currencies of property or with respect to any fluctuations or changes in the conversion value of property into other currencies and/or property.
LIABILITY OF THE CUSTODIAN. FOR ACTIONS OF OTHERS 19 (a) Domestic Subcustodians 19 (b) Securities Systems, Interim Subcustodians, Special Subcustodians, Securities Depositories and Clearing Agencies 19 (c) Defaults or Insolvencies of Brokers, Banks Etc. 20 (d) Reimbursement of Expenses 20 8. INDEMNIFICATION 20 (a) Indemnification by Fund 20 (b) Indemnification by Custodian 20 9. ADVANCES 21 10. COMPENSATION 21 11. POWERS OF ATTORNEY 21 12. TERMINATION AND ASSIGNMENT 22 13. ADDITIONAL FUNDS 22
LIABILITY OF THE CUSTODIAN. The Custodian will not be liable for, and the Grantor shall hold harmless and indemnify the Custodian against, any damage, loss, liabilities, claims, costs or expenses, including attorney’s fees (“Losses”) whatsoever to, asserted against or incurred by the Secured Party, the Grantor or any other Person at any time for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, unless caused by the Custodian’s own gross negligence, willful misconduct or bad faith. The Custodian will not be liable for: (i) acting in accordance with any written instructions actually received by the Custodian and reasonably believed by the Custodian to be given by an Authorized Person; (ii) for conclusively presuming that all disbursements of cash or deliveries of Securities Collateral directed by the Grantor or the Secured Party, as applicable, by a written instruction are in accordance with the Merger Agreement, (iii) for the insolvency of any Book-Entry System or for any Securities Collateral held by such Book-Entry System.
