Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows: a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such limits on liability as are set out herein; b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct; c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market; d. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action; e. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice; f. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and g. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash. h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 56 contracts
Samples: Custody Agreement (Dreyfus Alcentra Global Credit Income 2024 Target Term Fund, Inc.), Custody Agreement (Dreyfus Institutional Liquidity Funds), Custody Agreement (BNY Mellon Absolute Insight Funds, Inc.)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited limited, in instances where it has fulfilled its obligations hereunder in accordance with its standard of care, as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct, but only to the extent such Losses constitute direct money damages and Custodian agrees to indemnify the Fund against any such direct money damages arising as the result of Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 19 contracts
Samples: Custody Agreement (PowerShares Exchange-Traded Self-Indexed Fund Trust), Custody Agreement (PowerShares Exchange-Traded Fund Trust II), Custody Agreement (PowerShares Exchange-Traded Fund Trust II)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the any Fund’s or an any Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of a Fund; and
i. The Custodian shall have no liability for any Losses arising from the Fund insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 9 contracts
Samples: Custody Agreement (Highland Funds Ii), Custody Agreement (Highland Funds I), Custody Agreement (NexPoint Strategic Opportunities Fund)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted claimed against the Custodian Fund except those to the extent that such Losses arising arise out of the Custodian’s negligence negligence, fraud, bad faith, or recklessness or willful misconductmisconduct in the performance of its obligations;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may may, with respect to questions of law specifically regarding the Fund, obtain the advice of outside Fund counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.2(b) and Section 2.3.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 5 contracts
Samples: Custody Agreement (AMG Funds IV), Custody Agreement (AMG Funds II), Custody Agreement (AMG Funds I)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian Custodian, except those Losses arising out of the Custodian’s negligence negligence, willful misconduct or willful misconductlack of good faith;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the Account except when such failure or late payment is caused by or results from the Custodian’s negligence, willful misconduct or lack of good faith;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside independent legal counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 5 contracts
Samples: Custody Agreement (Ivy High Income Opportunities Fund), Custody Agreement (Invested Portfolios), Custody Agreement (Ivy Funds Variable Insurance Portfolios)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action;
e. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, A45006-10.11.10-CLEAN regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 5 contracts
Samples: Custody Agreement (Dreyfus Stock Funds), Custody Agreement (Dreyfus Bond Funds Inc), Custody Agreement (Bny Mellon Funds Trust)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising that do not directly arise out of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may may, with respect to questions of law specifically regarding an Account, obtain the advice of outside 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 such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except (a) if such party is a BNY Mellon Affiliate and (b) otherwise as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 3 contracts
Samples: Custody Agreement (Virtus Global Dividend & Income Fund Inc.), Custody Agreement (Duff & Phelps Select Energy MLP Fund Inc.), Custody Agreement (Virtus Alternative Solutions Trust)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the a Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Funds; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 3 contracts
Samples: Custody Agreement (Northern Lights Fund Trust IV), Custody Agreement (Northern Lights Fund Trust IV), Custody Agreement (Two Roads Shared Trust)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence negligence, actual fraud or willful misconduct;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (f) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
(i) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 2 contracts
Samples: Custody Agreement (Context Capital Funds), Custody Agreement (Context Capital Funds)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence negligence, fraud, bad faith, recklessness or willful misconduct;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities (provided such Securities appear on their face to be genuine) or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. The (f) With respect to questions of law and regulatory matters, the Custodian may obtain the advice of outside nationally recognized counsel for the subject matter in question and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
(i) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 2 contracts
Samples: Custody Agreement (Oaktree Strategic Credit Fund), Custody Agreement (Oaktree Strategic Income II, Inc.)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or negligence, willful misconduct, lack of good faith or failure to exercise the standard of care set forth in Section 9.1;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account,
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such adviceadvice provided however that its action or inaction must be consistent with its rights and obligations as expressly set forth hereunder;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 2 contracts
Samples: Custody Agreement (Sequoia Fund Inc), Custody Agreement (Sequoia Fund Inc)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s 's liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence 's bad faith, negligence, willful misconduct or willful misconductreckless disregard of its duties hereunder;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything reasonably done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s 's or an Authorized Person’s 's decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 2 contracts
Samples: Custody Agreement (Aquila Municipal Trust), Custody Agreement (Aquila Funds Trust)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 2 contracts
Samples: Custody Agreement (Symmetry Panoramic Trust), Custody Agreement (Manning & Napier Fund, Inc /Ny/)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted claimed against the Custodian Fund except those to the extent that such Losses arising arise out of the Custodian’s negligence negligence, fraud, bad faith, or recklessness or willful misconductmisconduct in the performance of its obligations;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may may, with respect to questions of law specifically regarding the Fund, obtain the advice of outside Fund counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in [Section 2.2(b) and Section 2.3].
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 2 contracts
Samples: Custody Agreement (AMG Pantheon Credit Solutions Fund), Custody Agreement (AMG Pantheon Private Equity Fund, LLC)
Limitation of Duties and Liability. (a) Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s 's liability hereunder is limited as follows:
a. (i) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (ii) The Custodian shall not be liable for any Losses incurred by or asserted against except to the Custodian except those extent that such Losses arising directly arise out of the Custodian’s negligence or willful misconduct's failure to discharge its duties hereunder in accordance with its Standard of Care;
c. (iii) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (iv) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(v) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (vi) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (vii) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s 's or an Authorized Person’s 's decision to invest in Securities or to hold cash in any currency; and;
g. (viii) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
(ix) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify(b) Notwithstanding any other provision of this Agreement, the other Custodian accepts the same responsibility for the acts and omissions of a BNY Mellon Affiliate as if such acts or any third party for indirect, consequential or special damages arising in connection with omissions were the Custodian's as the same are governed by this AgreementAgreement and subject to the same standards of care and conduct as provided herein.
Appears in 2 contracts
Samples: Custody Agreement (Winton Diversified Opportunities Fund), Custody Agreement (Winton Diversified Opportunities Fund)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a result of the Custodian’s negligence or willful misconduct;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (f) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the FundCustomer’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Customer; and
(i) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1 and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence (or its employees’ or agents’) negligence, lack of good faith or willful misconduct;
c. The misconduct or the failure of a Subcustodian to carry out its duties in accordance with the standard of care as set forth herein;The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (c) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(d) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (e) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (f) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (g) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
(h) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b), Section 2.2 and Section 2.3.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Samples: Custody Agreement (Forum Funds)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence negligence, willful misconduct or willful misconductintentional breach of this Agreement;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under j. The Custodian shall have no circumstances liability if the investment by the Parent Fund in the Fund does not achieve desired tax, regulatory or economic results, nor shall either party be liable to, or be required the Custodian have any general direct liability to indemnify, the other or any third party for indirect, consequential or special damages Parent Fund arising in connection with under this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (f) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the FundCustomer’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Customer; and
(i) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence negligence, bad faith, reckless disregard or willful misconductmisconduct (“Liable Conduct”);
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside the Fund’s counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties and responsibilities of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;. No implied duties or obligations shall be read into this Agreement against the Custodian and it shall not be obliged to perform any services or take any action not provided for in this Agreement unless specifically agreed in writing. In no case will the Custodian be required or obliged to do anything which would be from time to time illegal or contrary to any rules or regulations and/or policies (including internal policies relating to Know Your Customer ("KYC") and the prevention of money laundering and the financing of terrorism) applicable to it. Notwithstanding anything contained elsewhere in this Agreement, the Custodian's liability hereunder is limited as follows:
b. (a) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian or the Issuer or the Trustee, except those Losses arising out of the Custodian’s 's fraud, negligence or willful misconductwilful misconduct (or to the extent the Custodian is liable for Losses pursuant to Section 2.4 or 2.6), and, in any event, only to the extent such Losses constitute direct money damages;
c. (b) The Custodian shall not be responsible for the title, validity or genuineness of any the Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for the Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (c) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the Account;
(d) The Custodian shall have no duty to take any action to collect any amount payable on the Securities if they are in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (e) The Custodian may obtain the advice of outside counsel counsel, financial advisers and other experts with respect to any questions relating to its duties and responsibilities, the advice or opinion of such advisers shall be fully protected constitute full and complete authorisation and protection with respect to anything done done, suffered or omitted by it in good faith in conformity with such advice;
f. (f) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account Account, and shall have no liability with respect to the Fund’s decision of the Issuer, Trustee or an Authorized Person’s decision any Authorised Person to invest in Securities securities or to hold cash in any currency; and;
g. (g) The Custodian shall have no liability with respect to any Losses arising from the use by the Issuer or the Trustee (or any person authorised or acting on behalf of the Issuer or the Trustee) of any method of transmission such as facsimile, email or other electronic method of transmission or communication which are deemed not to be secure;
(h) The Custodian shall have no liability with respect to any Losses arising from a delay by the Custodian, a Subcustodian or Depository to act subject to and in accordance with an Instruction when such delay is due to any procedure or process to be performed by the Custodian, a Subcustodian or Depository and required in accordance with local laws and regulations, court or regulatory order;
(i) The Custodian shall have no liability with respect to any Losses arising from the use of any third party appointed or selected by the Issuer or the Trustee, or by the Custodian at the express request of the Issuer or the Trustee;
(j) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Subcustodians, Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund Issuer or the Trustee of the Securities or cash.Cash;
h. Under (k) The Custodian shall have no circumstances responsibility for the accuracy of any information provided to the Issuer or the Trustee which has been obtained from or provided to the Custodian by any other entity;
(l) The Custodian shall either party be have no liability for any Losses incurred by or asserted against the Issuer or the Trustee arising from the default or insolvency of any Person, including but not limited to a Subcustodian, Depository, broker, bank, and a counterparty to the settlement of a transaction or to a foreign exchange transaction, except to the extent that the Custodian is liable to, for Losses pursuant to Section 2.4 or be required to indemnify, the other or any third party for indirect, consequential or special damages arising 2.6; and
(m) The Custodian's liability in connection with this Agreement.Agreement in respect of any loss of, or failure to acquire, any asset will be limited to the market value (or, in the absence of a relevant market, the fair value) of that asset, as determined by the Custodian as at the date when notice of that loss or failure is given by the Custodian to the Issuer (or Trustee, as applicable), plus interest on that amount at the Custodian's prevailing deposit rate for that amount from the date the notice is given until the amount is paid to the Issuer (or Trustee, as applicable)
Appears in 1 contract
Samples: Custody Agreement
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;:
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;:
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities (provided such Securities appear on their face to be genuine) or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;:
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account:
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. The f. With regard to questions of law and regulatory matters, the Custodian may obtain the advice of outside nationally recognized counsel for the subject matter in question and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;:
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and:
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange Exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the Settlement or a transaction or a foreign exchange transaction, except as provided in Section2.1(b) andSection2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Samples: Custody Agreement (Oaktree Funds)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s 's liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s 's negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s 's or an Authorized Person’s 's decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian in respect of each Series of Notes shall only be those specifically undertaken pursuant to this Agreement and the Supplemental Trust Deed relating to such Series of Notes and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Issuer or the Collateral Administrator in any circumstances, and the Custodian shall not be liable for any Losses incurred by or asserted against the Custodian or the Trustee, except those Losses arising out of the Custodian’s fraud, negligence or willful wilful misconduct, and, in any event, only to the extent such Losses constitute direct money damages;
c. The Custodian shall not be responsible for the title, validity or genuineness of any the Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement in respect of each Series of Notes or for the Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the applicable Account in respect of each Series of Notes;
e. The Custodian shall have no duty to take any action to collect any amount payable on the Securities if they are in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;.
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account in respect of the Notes, and shall have no liability with respect to the FundTrustee’s or an Authorized Authorised Person’s decision to invest in Securities securities or to hold cash in any currency;
h. The Custodian shall have no liability with respect to any Losses arising from the use by the Trustee (or any person authorised or acting on its behalf) of any method of transmission such as facsimile, email or other electronic method of transmission or communication which are deemed not to be secure; and
g. i. The Custodian shall have no liability with respect to any Losses arising from a delay by the Custodian, a Subcustodian or Depository to act subject to and in accordance with an Instruction when such delay is due to any procedure or process to be performed by the Custodian, a Subcustodian or Depository and required in accordance with local laws and regulations, court or regulatory order;
j. The Custodian shall have no liability with respect to any Losses arising from the use of any third party appointed or selected by the Trustee or by the Custodian at the express request of the Trustee;
k. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Subcustodians, Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund Trustee of the Securities or cash.Cash;
h. Under l. The Custodian shall have no circumstances shall either party be liable to, or be required responsibility for the accuracy of any information provided to indemnifythe Issuer, the Collateral Administrator or the Trustee which has been obtained from or provided to the Custodian by any other entity;
m. The Custodian shall have no liability for any Losses incurred by or asserted against the Trustee arising from the default or insolvency of any third party for indirectPerson, consequential including but not limited to a Subcustodian, Depository, broker, bank, and a counterparty to the settlement of a transaction or special damages arising to a foreign exchange transaction, except to the extent that the Custodian is negligent in its selection or continued retention of such Subcustodian; and
n. The Custodian’s liability in connection with this AgreementAgreement in respect of any loss of, or failure to acquire any asset will be limited to the market value or, in the absence of a relevant market, the fair value of that asset, as determined by the Custodian as at the date when notice of that loss or failure is given by the Custodian to the Trustee, plus interest on that amount at the Custodian’s prevailing deposit rate for that amount from the date the notice is given until the amount is paid to the Trustee.
Appears in 1 contract
Samples: Custody Agreement
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct, but only to the extent such Losses constitute direct money damages;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of a Subcustodian, Depository, Foreign Depository, broker, bank or counterparty to the settlement of a transaction or a foreign exchange transaction, except as described in Sections 2.1 and 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Samples: Custody Agreement (EGA Emerging Global Shares Trust)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside qualified counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account Account of a Series; and
i. The Custodian shall have no liability for any Losses arising from the Fund insolvency of Securities any Person, including but not limited to a Subcustodian (other than a BNY Mellon Affiliate), Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s own negligence or willful misconduct;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (f) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
(i) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person (other than a BNY Mellon Affiliate), including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Samples: Custody Agreement (TCW Funds Inc)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities (provided such Securities appear on their face to be genuine) or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. The f. With regard to questions of law and regulatory matters, the Custodian may obtain the advice of outside nationally recognized counsel for the subject matter in question and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Samples: Custody Agreement (Oaktree Funds)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct, but only to the extent such Losses constitute direct money damages;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Samples: Custody Agreement (Gabelli Natural Resources, Gold & Income Trust)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited limited, in instances where it has fulfilled its obligations hereunder in accordance with its standard of care, as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct, but only to the extent such Losses constitute direct money damages and Custodian agrees to indemnify the Fund against any such direct money damages arising as the result of Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to the Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. and h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Samples: Custody Agreement (Powershares Exchange Traded Fund Trust)
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s own negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. f. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. g. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. h. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
i. The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person (other than a BNY Mellon Affiliate), including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a result of the Custodian’s negligence or willful misconduct;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (f) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it reasonably in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund;
(i) The Custodian shall reasonably cooperate with the Fund's independent registered public accounting firm and shall take such reasonable action to provide any requested information available to such accountants as reasonably requested by the Fund; and
(j) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence (or its employees’ or agents’) negligence, lack of good faith or willful misconductmisconduct or the failure of a Subcustodian to carry out its duties in accordance with the standard of care as set forth herein;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (f) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
(i) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b), Section 2.2 and Section 2.3.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
Appears in 1 contract
Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in With respect to Custodian’s obligations under this Agreement, Custodian shall be liable to the Fund (or any person or entity claiming through or for the Fund) for loss, cost, expense and damages caused by a breach of any such obligation, the recovery of which is not excluded by another provision of this Agreement, only to the extent the breach constitutes intentional misconduct, reckless disregard or negligence of Custodian (“Liable Conduct”). Absent Liable conduct, the Custodian’s liability hereunder is further limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
c. The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
d. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund of Securities or cash.Fund; and
h. Under The Custodian shall have no circumstances shall either party be liable toliability for any Losses arising from the insolvency of any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or be required counterparty to indemnifythe settlement of a transaction or a foreign exchange transaction, the other or any third party for indirect, consequential or special damages arising except as provided in connection with this AgreementSection 2.1(b) and Section 2.2.
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Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out of the Custodian’s negligence or willful misconduct;
c. The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action;
e. The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and
g. The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, 1213 A45006-01/01/11-CL-II regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for the account of the Fund of Securities or cash.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
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Limitation of Duties and Liability. Notwithstanding anything contained elsewhere in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. (a) The duties of the Custodian shall only be those specifically undertaken pursuant to this Agreement and shall be subject to such other limits on liability as are set out herein;
b. (b) The Custodian shall not be liable for any Losses incurred by or asserted against the Custodian except those Losses arising out that are not a direct result of the Custodian’s negligence negligence, willful misconduct or willful misconductintentional breach of this Agreement;
c. (c) The Custodian shall not be responsible for the title, validity or genuineness of any Securities or evidence of title thereto received by it or delivered by it pursuant to this Agreement or for Securities held hereunder being freely transferable or deliverable without encumbrance in any relevant market;
d. (d) The Custodian shall not be responsible for the failure to receive payment of, or the late payment of, income or other payments due to an Account;
(e) The Custodian shall have no duty to take any action to collect any amount payable on Securities in default or if payment is refused after due demand and presentment unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such actionpresentment;
e. (f) The Custodian may obtain the advice of outside counsel and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice;
f. (g) The Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, supervise or determine the suitability of any transactions affecting any Account and shall have no liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or to hold cash in any currency; and;
g. (h) The Custodian shall have no responsibility if the rules or procedures imposed by Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules, regulations or orders at any time prohibit or impose burdens or costs on the transfer of Securities or cash to, by or for the account of the Fund Fund; and
(i) The Custodian shall have no liability for any Losses arising from the insolvency of Securities any Person, including but not limited to a Subcustodian, Depository, Foreign Depository, broker, bank or cashcounterparty to the settlement of a transaction or a foreign exchange transaction, except as provided in Section 2.1(b) and Section 2.2.
h. Under no circumstances shall either party be liable to, or be required to indemnify, the other or any third party for indirect, consequential or special damages arising in connection with this Agreement.
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