LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith. B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to: 1. State Street’s action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event. 2. State Street’s payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion. 3. State Street’s action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication. 4. State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted. 5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into: a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor; b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
Appears in 7 contracts
Samples: Custody and Investment Accounting Agreement (PIMCO California Flexible Municipal Income Fund), Custody and Investment Accounting Agreement (PIMCO Access Income Fund), Custody and Investment Accounting Agreement (PIMCO Flexible Emerging Markets Income Fund)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party that, in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of a Portfolio, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 5 contracts
Samples: Custody Agreement (Aetna Series Fund Inc), Custody Agreement (Ing Series Fund Inc), Custody Agreement (Lexington Money Market Trust)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of a Portfolio, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by Fund to value the Assets, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction, war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 3 contracts
Samples: Custody and Investment Accounting Agreement (Seligman Lasalle Real Estate Fund Series Inc), Custody, Investment Accounting and Data Access Agreement (Seligman Investment Grade Fixed Income Fund Inc), Custody Agreement (Seligman Tax Aware Fund Inc)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO the Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOthe Fund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any InstructionsInstruction, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO the Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expensethe Fund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOthe Fund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase E. Any error, omission, inaccuracy or sale other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of any securities or foreign currency positions. Without limiting a Portfolio, including the generality accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by Pricing Sources or for any Portfoliothe information supplied by the Fund to value the Assets, or the legality failure of the purchase thereof or of foreign currency positionsFund to provide, or evidence provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
F. The Fund's refusal or failure to comply with the terms hereof (including without limitation the Fund's failure to pay or reimburse State Street under Section 5 hereof), the Fund's negligence or willful misconduct, or the failure of ownership required by PIMCO any representation or warranty of the Fund hereunder to be received and remain true and correct in all respects at all times;
G. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by the Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to the Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
H. Loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
I. The failure or delay in performance of its obligations hereunder, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale those of any securities entity for which it is responsible hereunder, arising out of or foreign currency positions caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or for malfunction of any Portfolioutility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or the propriety a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of the amount for which the same are sold; or
c. The legality of the issue God or sale of any Fund Sharespublic enemy, revolutions, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendinsurrection.
Appears in 3 contracts
Samples: Recordkeeping Agreement (Aetna Get Fund/), Recordkeeping Agreement (Ing Series Fund Inc), Recordkeeping Agreement (Aetna Get Fund/)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO each Insurance Company will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, reasonable counsel feesfees (including disbursements), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. ) State Street’s 's action or omission to act inaction pursuant hereto; provided that State Street has acted Street's action or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to inaction was not the other for consequential, special, result of its negligence or punitive damages in any event.willful misconduct;
2. ) State Street’s 's payment of money as requested by PIMCOInsurance Company, or the taking of any action which that might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. ) State Street’s 's action or omission to act inaction hereunder in reasonable reliance upon accordance with any InstructionsProper Instruction, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any Proper Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defineddefined in the Remote Access Services Addendum, or any electronic system of communication.;
4. ) State Street’s 's action or omission to act inaction in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO Insurance Company at the expense of PIMCO Insurance Company, or from counsel for State Street at the expense of State Street’s counsel at its own expense, or on the InstructionsProper Instruction, advice or statements of any officer or employee of PIMCOInsurance Company, or the applicable Fund’s Insurance Company's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase ) Any error, omission, inaccuracy or sale other deficiency in the Insurance Company's accounts and records or other information provided to State Street by or on behalf of any securities or foreign currency positions. Without limiting Insurance Company, including the generality accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by or for any PortfolioPricing Sources, or the legality of information supplied by Insurance Company to value the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State StreetAssets, or the propriety failure of the decision Insurance Company to purchase provide, or the amount paid thereforprovide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
b. The legality of 6) Insurance Company's refusal or failure to comply with the sale of any securities terms hereof (including without limitation Insurance Company's failure to pay or foreign currency positions by reimburse State Street under Section 5 hereof if, after final adjudication, Insurance Company is found liable to State Street), Insurance Company's negligence or for any Portfoliowillful misconduct, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale failure of any Fund Shares, representation or the sufficiency warranty of the amount Insurance Company hereunder to be received thereforand remain true and correct in all respects at all times;
7) Loss occasioned by the acts, the legality of the repurchase omissions, defaults or redemption insolvency of any Fund Sharesbroker, bank, trust company, securities system or any other person with whom State Street may deal in connection with the propriety of services provided under this Agreement. Except to the amount extent an Insurance Company's General Account may be subject to liability arising from or relating to any Separate Account, any amounts payable by an Insurance Company hereunder shall be paid therefor, or satisfied only against the legality of relevant Account's assets and not against the declaration assets of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendother Account.
Appears in 2 contracts
Samples: Investment Accounting Agreement (Securian Life Variable Universal Life Account), Investment Accounting Agreement (Variable Annuity Account)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use be held to the standard of reasonable care and due diligence and act in good faith in performing its duties under carrying out the provisions of this Agreement. PIMCO and each Fund is not responsible or liable forHowever, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Trust will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, reasonable counsel feesfees (including disbursements), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street0) Xxxxx Xxxxxx’s action or omission to act inaction pursuant hereto; provided that State Street has acted Street’s action or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to inaction was not the other for consequential, special, result of its negligence or punitive damages in any event.willful misconduct;
2. State Street0) Xxxxx Xxxxxx’s payment of money as requested by PIMCOTrust, or the taking of any action which that might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. State Street0) Xxxxx Xxxxxx’s action or omission to act inaction hereunder in reasonable reliance upon accordance with any InstructionsProper Instruction, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any Proper Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defineddefined in the Remote Access Services Addendum, or any electronic system of communication.;
4. State Street0) Xxxxx Xxxxxx’s action or omission to act inaction in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO Trust at the expense of PIMCO Trust, or from counsel for State Street at the expense of State Street’s counsel at its own expense, or on the InstructionsProper Instruction, advice or statements of any officer or employee of PIMCOTrust, or the applicable FundTrust’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase ) Any error, omission, inaccuracy or sale of any securities other deficiency in the Trust’s accounts and records or foreign currency positions. Without limiting the generality other information provided to State Street by or on behalf of the foregoingTrust, State Street is under no duty or obligation to inquire into:
a. The validity including the accuracy of the issue of any securities purchased prices quoted by or for any Portfoliothe Pricing Sources, or the legality of information supplied by Trust to value the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State StreetAssets, or the propriety failure of the decision Trust to purchase provide, or the amount paid thereforprovide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
b. The legality of 6) Trust’s refusal or failure to comply with the sale of any securities terms hereof (including without limitation Trust’s failure to pay or foreign currency positions by reimburse State Street under Section 5 hereof if, after final adjudication, Trust is found liable to State Street), Trust’s negligence or for any Portfoliowillful misconduct, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale failure of any Fund Shares, representation or the sufficiency warranty of the amount Trust hereunder to be received thereforand remain true and correct in all respects at all times;
7) Loss occasioned by the acts, the legality of the repurchase omissions, defaults or redemption insolvency of any Fund Sharesbroker, bank, trust company, securities system or any other person with whom State Street may deal in connection with the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendservices provided under this Agreement.
Appears in 2 contracts
Samples: Investment Accounting Agreement (Wasatch Funds Trust), Investment Accounting Agreement (Wasatch Funds Trust)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party that, in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;; 15
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of a Portfolio, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 2 contracts
Samples: Custody Agreement (Aetna Get Fund/), Custody Agreement (Aetna Get Fund/)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith faith, and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
Appears in 2 contracts
Samples: Custody and Investment Accounting Agreement (PIMCO Dynamic Income Opportunities Fund), Custody and Investment Accounting Agreement (PIMCO Energy & Tactical Credit Opportunities Fund)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising the exercise of reasonable care in carrying out of or attributable to State Street’s failure to comply with the terms provisions of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligenceAgreement, willful misconduct, or bad faith.
B. but State Street is not responsible or liable for, and PIMCO FTAM will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, provided that State Street has acted with reasonable care and in good faith, arising out of or attributable to:
1. ) State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. ) State Street’s 's payment of money as requested by PIMCOFTAM, or the taking of any action which that might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. ) State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any InstructionsProper Instruction, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Proper Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defineddefined in the Remote Access Services Agreement executed by the parties, or any electronic system of communication.;
4. ) State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO the Trust (at the Trust's expense) or of its own counsel (at State Street's expense) with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expense, or on the InstructionsProper Instruction, advice or statements of any officer or employee of PIMCOFTAM, or FTAM's and/or the applicable Fund’s Trust's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase ) Any error, omission, inaccuracy or sale other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of any securities FTAM or foreign currency positions. Without limiting the generality Trust, including the accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by or for any PortfolioPricing Sources, or the legality of information supplied by FTAM to value the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State StreetAssets, or the propriety failure of the decision FTAM to purchase provide, or the amount paid thereforprovide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
b. The legality of 6) FTAM's refusal or failure to comply with the sale of any securities terms hereof (including without limitation FTAM's failure to pay or foreign currency positions by reimburse State Street under Section 5 hereof), FTAM's negligence or for any Portfoliowillful misconduct, or the propriety failure of any representation or warranty of FTAM hereunder to be and remain true and correct in all material respects at all times;
7) Loss occasioned by the amount acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal, other than subsidiaries and affiliates of State Street; and
8) The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the same are sold; or
c. The legality of the issue affected entity's reasonable control, including, without limitation: any interruption, loss or sale malfunction of any Fund Sharesutility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or the sufficiency a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of the amount to be received thereforGod or public enemy, the legality of the repurchase or redemption of any Fund Sharesrevolutions, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendinsurrection.
Appears in 2 contracts
Samples: Investment Sub Accounting Agreement (Fifth Third Funds), Investment Sub Accounting Agreement (Fifth Third Funds)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Neither PIMCO and each nor Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s 's failure to comply with the terms of this Agreement or arising out of State Street’s 's (or its agents’ ' or delegees’') negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s 's action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s 's payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s 's action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s 's action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s 's counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided by or on behalf of a Portfolio to State Street, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by PIMCO to price the Assets, or the failure of PIMCO to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform hereunder.
7. PIMCO's or Fund's refusal or failure to comply with the terms hereof (including without limitation PIMCO's or Fund's failure to pay or reimburse State Street under Section 5 or 6 hereof), PIMCO's or Fund's negligence or willful misconduct, or the failure of any representation or warranty of PIMCO or Fund hereunder to be and remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by PIMCO or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made exclusively available to PIMCO, except to the extent attributable to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise PIMCO promptly if it fails to receive any such money in the ordinary course of business and will cooperate with PIMCO toward the end that such money is received.
10. Except as provided in Section 3.P hereof, and subject to Section 5.B.1 hereof, loss occasioned by the acts, neglects, defaults or insolvency of any broker, bank, trust company, or any other person with whom State Street may deal.
11. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control or ability to take preemptive measures against, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 2 contracts
Samples: Custody and Investment Accounting Agreement (Pimco Fixed Income Shares), Custody and Investment Accounting Agreement (Pimco Fixed Income Shares)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund PVIT is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund PVIT harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund PVIT or for which PIMCO or any Fund PVIT may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO PVIT will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s payment of money as requested by PIMCOPVIT, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO PVIT or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO PVIT at the expense of PIMCO PVIT or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCOPVIT, or the applicable Fund’s its accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any PortfolioPVIT, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO PVIT to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any PortfolioPVIT, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
Appears in 2 contracts
Samples: Custody and Investment Accounting Agreement (PIMCO Equity Series VIT), Custody and Investment Accounting Agreement (Pimco Variable Insurance Trust)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or --------------------------------------- liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party that, in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of a Portfolio, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
Samples: Custody Agreement (Lexington Natural Resources Trust)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall will at all times use reasonable care and due diligence and act in good faith in performing its duties under this AgreementAgreement and comply with law applicable to State Street in its role hereunder. PIMCO and each Fund is the Trust are not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund the Trust harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted by a third party against or incurred by PIMCO or any Fund the Trust, or for which PIMCO or any Fund the Trust may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegeesdelegates’) negligence, willful misconduct, or bad faith.. In no event shall State Street be liable for indirect, special or consequential damages
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, further that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO the Trust or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO the Trust at the expense of PIMCO or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable FundTrust’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The the validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The the legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The the legality of the issue or sale of any Fund Sharesinterests in a Portfolio, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of withdrawal from any Fund Sharesinvestor’s capital account, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fundthe Portfolio.
6. Any error, omission, inaccuracy or other deficiency in any Portfolio’s accounts and records or other information provided by or on behalf of a Portfolio to State Street, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by PIMCO to price the Assets, or the legality failure of PIMCO to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform hereunder.
7. PIMCO’s or the Trust’s refusal or failure to comply with the terms hereof (including without limitation PIMCO’s or the Trust’s failure to pay or reimburse State Street under Section VIII or IX hereof), PIMCO’s or the Trust’s negligence or willful misconduct, or the failure of any representation or warranty of PIMCO or the Trust hereunder to be and remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the issue Systems or any electronic system of communication used hereunder by PIMCO or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made exclusively available to PIMCO, except to the extent attributable to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise PIMCO promptly if it fails to receive any such money in the ordinary course of business and will cooperate with PIMCO toward the end that such money is received.
10. Except as provided in Section III.S hereof, and subject to Section VIII.B.1 hereof, loss occasioned by the acts, neglects, defaults or insolvency of any Fund Shares broker, bank, trust company, or any other person with whom State Street may deal.
11. The failure or delay in payment performance of its obligations hereunder, or those of any stock dividendentity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity’s reasonable control or ability to take preemptive measures against, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (PIMCO Equity Series)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use be held to the standard of reasonable care and due diligence and act in good faith in performing its duties under carrying out the provisions of this Agreement. PIMCO and each Fund However, State Street is not responsible or liable for, and Fund will indemnify State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s fees (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesincluding disbursements), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street0) Xxxxx Xxxxxx’s action or omission to act inaction pursuant hereto; provided that State Street has acted Street’s action or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to inaction was not the other for consequential, special, result of its negligence or punitive damages in any event.willful misconduct;
2. State Street0) Xxxxx Xxxxxx’s payment of money as requested by PIMCOFund, or the taking of any action which that might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. State Street0) Xxxxx Xxxxxx’s action or omission to act inaction hereunder in reasonable reliance upon accordance with any InstructionsProper Instruction, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any Proper Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defineddefined in the Remote Access Services Addendum, or any electronic system of communication.;
4. State Street0) Xxxxx Xxxxxx’s action or omission to act inaction in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO Fund at the expense of PIMCO Fund, or from counsel for State Street at the expense of State Street’s counsel at its own expense, or on the InstructionsProper Instruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase ) Any error, omission, inaccuracy or sale other deficiency in the Fund’s accounts and records or other information provided to State Street by or on behalf of any securities or foreign currency positions. Without limiting Fund, including the generality accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by or for any PortfolioPricing Sources, or the legality of information supplied by Fund to value the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State StreetAssets, or the propriety failure of the decision Fund to purchase provide, or the amount paid thereforprovide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
b. The legality of 6) Fund’s refusal or failure to comply with the sale of any securities terms hereof (including without limitation Fund’s failure to pay or foreign currency positions by reimburse State Street under Section 5 hereof if, after final adjudication, Fund is found liable to State Street), Fund’s negligence or for any Portfoliowillful misconduct, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale failure of any representation or warranty of Fund Shares, or the sufficiency of the amount hereunder to be received thereforand remain true and correct in all respects at all times;
7) Loss occasioned by the acts, the legality of the repurchase omissions, defaults or redemption insolvency of any Fund Sharesbroker, bank, trust company, securities system or any other person with whom State Street may deal in connection with the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendservices provided under this Agreement.
Appears in 1 contract
Samples: Investment Accounting Agreement (Advantus Series Fund Inc)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith faith, with reasonable care and with due diligence and reasonable carewithout negligence; and provided further, that neither party that, in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
Appears in 1 contract
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party that, in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
Appears in 1 contract
Samples: Custody Agreement (Ing Funds Trust)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. Neither PIMCO and each nor Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s 's failure to comply with the terms of this Agreement or arising out of State State. Street’s 's (or its agents’ ' or delegees’') negligence, willful misconduct, misconduct or bad faith.
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s 's action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s 's payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s 's action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s 's action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s 's counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided by or on behalf of a Portfolio to State Street, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by PIMCO to price the Assets, or the failure of PIMCO to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform hereunder.
7. PIMCO's or Fund's refusal or failure to comply with the terms hereof (including without limitation PIMCO's or Fund's failure to pay or reimburse State Street under Section 5 or 6 hereof), PIMCO's or Fund's negligence or willful misconduct, or the failure of any representation or warranty of PIMCO or Fund hereunder to be and remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by PIMCO or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made exclusively available to PIMCO, except to the extent attributable to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise PIMCO promptly if it fails to receive any such money in the ordinary course of business and will cooperate with PIMCO toward the end that such money is received.
10. Except as provided in Section 3.P hereof, and subject to Section 5.B.1 hereof, loss occasioned by the acts, neglects, defaults or insolvency of any broker, bank, trust company, or any other person with whom State Street may deal.
11. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control or ability to take preemptive measures against, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Fixed Income Shares)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party State Street is not liable to the other for consequential, special, or punitive damages in any event.
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.
3. C. State Street’s 's action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. D. State Street’s 's action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the Instructions, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided by or on behalf of a Portfolio to State Street, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform hereunder.
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times.
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street.
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received.
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, neglects, defaults or insolvency of any broker, bank, trust company, or any other person with whom State Street may deal.
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO the Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOthe Fund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any InstructionsInstruction, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO the Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expensethe Fund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOthe Fund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase E. Any error, omission, inaccuracy or sale other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of any securities or foreign currency positions. Without limiting a Portfolio, including the generality accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by Pricing Sources or for any Portfoliothe information supplied by the Fund to value the Assets, or the legality failure of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.to
Appears in 1 contract
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall will at all times use reasonable care and due diligence and act in good faith in performing its duties under this AgreementAgreement and comply with law applicable to State Street in its role hereunder. PIMCO and each Fund is the Trust are not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund the Trust harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted by a third party against or incurred by PIMCO or any Fund the Trust, or for which PIMCO or any Fund the Trust may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegeesdelegates’) negligence, willful misconduct, or bad faith.. In no event shall State Street be liable for indirect, special or consequential damages
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, further that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO the Trust or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO the Trust at the expense of PIMCO or from State StreetXxxxx Xxxxxx’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable FundTrust’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The the validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The the legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The the legality of the issue or sale of any Fund Sharesinterests in a Portfolio, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of withdrawal from any Fund Sharesinvestor’s capital account, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fundthe Portfolio.
6. Any error, omission, inaccuracy or other deficiency in any Portfolio’s accounts and records or other information provided by or on behalf of a Portfolio to State Street, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by PIMCO to price the Assets, or the legality failure of PIMCO to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform hereunder.
7. PIMCO’s or the Trust’s refusal or failure to comply with the terms hereof (including without limitation PIMCO’s or the Trust’s failure to pay or reimburse State Street under Section VIII or IX hereof), PIMCO’s or the Trust’s negligence or willful misconduct, or the failure of any representation or warranty of PIMCO or the Trust hereunder to be and remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the issue Systems or any electronic system of communication used hereunder by PIMCO or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made exclusively available to PIMCO, except to the extent attributable to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise PIMCO promptly if it fails to receive any such money in the ordinary course of business and will cooperate with PIMCO toward the end that such money is received.
10. Except as provided in Section III.S hereof, and subject to Section VIII.B.1 hereof, loss occasioned by the acts, neglects, defaults or insolvency of any Fund Shares broker, bank, trust company, or any other person with whom State Street may deal.
11. The failure or delay in payment performance of its obligations hereunder, or those of any stock dividendentity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity’s reasonable control or ability to take preemptive measures against, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (PIMCO ETF Trust)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO the Manager will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. ) State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. ) State Street’s 's payment of money as requested by PIMCOthe Manager, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. ) State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Proper Instructions, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any InstructionsProper Instruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defineddefined in the Remote Access Services Addendum, or any electronic system of communication.;
4. ) State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO the Manager or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expensethe Manager, or on the InstructionsProper Instruction, advice or statements of any officer or employee of PIMCOthe Manager or the Fund, or the applicable Manager's or the Fund’s 's accountants or other authorized individuals, and other persons reasonably believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase ) Any error, omission, inaccuracy or sale other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of any securities or foreign currency positions. Without limiting a Portfolio, including the generality accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by or for any PortfolioPricing Sources, or the legality of information supplied by the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Manager to be received by State Streetvalue the Assets, or the propriety failure of the decision Manager to purchase provide, or the amount paid thereforprovide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
b. 6) The legality of Manager's refusal or failure to comply with the sale of any securities terms hereof (including without limitation Manager's failure to pay or foreign currency positions by reimburse State Street under Section 5 hereof), Manager's negligence or for any Portfoliowillful misconduct, or the propriety failure of any representation or warranty of Manager hereunder to be and remain true and correct in all respects at all times;
7) Loss occasioned by the amount acts, omissions, defaults or insolvency of Fund or any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
8) The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the same are sold; or
c. The legality of the issue affected entity's reasonable control, including, without limitation: any interruption, loss or sale malfunction of any Fund Sharesutility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or the sufficiency a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of the amount to be received thereforGod or public enemy, the legality of the repurchase or redemption of any Fund Sharesrevolutions, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendinsurrection.
Appears in 1 contract
Samples: Investment Accounting Agreement (Dividend Capital Realty Income Allocation Fund)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, provided that in each case, State Street has acted in good faith and with reasonable care, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is not liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefortherefore;
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefortherefore, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefortherefore, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of a Portfolio, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction, war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
L. State Street will not confess any claim or settle or make any compromise in any instance in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. Any amounts payable by the Fund under this Section 5 shall be satisfied only against the assets of the Portfolio of the Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of the Fund.
Appears in 1 contract
Samples: Custody Agreement (Firsthand Funds)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party in no event is State Street liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction, war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
Samples: Custody, Investment Accounting and Data Access Agreement (Homestead Funds Inc)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s 's failure to comply with the terms of this Agreement or arising out of State Street’s 's (or its agents’ ' or delegees’') negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s 0 Xxxxx Xxxxxx'x action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Fixed Income Shares)
LIMITATION OF LIABILITY OF STATE STREET. A. The indemnification provided for in this section does not apply to any claim by Fund against State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreementthat is upheld by a court. PIMCO and each For other claims, Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. agrees that State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, provided that in each case, State Street has acted in good faith and with reasonable care, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way, all as requested by Fund; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any InstructionsInstruction, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel Fund with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. E. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. 1. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefortherefore;
b. 2. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. 3. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefortherefore, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefortherefore, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
F. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of a Portfolio, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
G. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
H. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street;
I. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received;
J. Except as provided in Section 3.P hereof, loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person not affiliated with State Street and with whom State Street may deal; and
K. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any public utility, transportation, or communication service; inability to obtain labor, material, equipment or transportation for a reasonable cost, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction, war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection. State Street will not confess any claim or settle or make any compromise in any instance in which Fund will be asked to provide indemnification, except with Fund's prior written consent. Any amounts payable by Fund under this Section 5 shall be satisfied only against the assets of the Portfolio of Fund involved in the claim, demand, action or suit and not against the assets of any other investment portfolio of Fund. Neither party to this agreement is liable to the other for consequential, special or punitive damages
Appears in 1 contract
Samples: Custody Agreement (Firsthand Funds)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s 's failure to comply with the terms of this Agreement or arising out of State Street’s 's (or its agents’ ' or delegees’') negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s 's action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s 's action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s 's action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO Fund at the expense of PIMCO Fund or from State Street’s 's counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO Fund to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any the Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in the Portfolio's accounts and records or other information provided by or on behalf of the Portfolio to State Street, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by Fund to price the Assets, or the failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform hereunder.
7. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street on behalf of the Portfolio under Section 5 or 6 hereof), Fund's negligence or willful misconduct, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by Fund or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made exclusively available to Fund, except to the extent attributable to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of the Portfolio until actually received; provided, however, that State Street will advise Fund promptly if it fails to receive any such money in the ordinary course of business and will cooperate with Fund toward the end that such money is received.
10. Except as provided in Section 3.P hereof, and subject to Section 5.B.1 hereof, loss occasioned by the acts, neglects, defaults or insolvency of any broker, bank, trust company, or any other person with whom State Street may deal.
11. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control or ability to take preemptive measures against, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Fixed Income Shares)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesfees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liableliable provided that in each case, State Street has acted in good faith and with reasonable care, arising out of or attributable to:
1. A. State Street’s 's action or omission failure to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is will not be liable to the other for consequential, special, or punitive damages in any event.damages;
2. B. State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. C. State Street’s 's action or omission failure to act hereunder in reasonable reliance upon any InstructionsInstruction, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.;
4. D. State Street’s 's action or omission failure to act in good faith reliance on the advice or opinion of counsel for PIMCO Fund or of its own counsel with respect to questions or matters of law, which advice or opinion may be reasonably obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expenseFund, or on the InstructionsInstruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase E. Any error, omission, inaccuracy or sale other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of any securities or foreign currency positions. Without limiting a Portfolio, including the generality accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by Pricing Sources or for any Portfoliothe information supplied by Fund to value the assets, or the legality failure of Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
F. Fund's refusal or failure to comply with the terms hereof (including without limitation Fund's failure to pay or reimburse State Street under Section 5 hereof), Fund's negligence, bad faith or willful misfeasance, or the failure of any representation or warranty of Fund hereunder to be and remain true and correct in all respects at all times;
G. The use or misuse, whether authorized or unauthorized, of the purchase thereof Systems or any electronic system of foreign currency positionscommunication used hereunder, by Fund or evidence by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of ownership required by PIMCO access to be received such Systems or such other system which are utilized by, assigned to or otherwise made available to Fund, except to the extent attributable to any negligence or bad faith or willful misfeasance by State Street;
H. Loss occasioned by the acts, omissions, defaults or insolvency of any broker, bank, trust company, securities system or any other person with whom State Street may deal; and
I. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the propriety affected entity's reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
J. State Street will not confess any claim or settle or make any compromise in any instance in which the Fund will be asked to provide indemnification, except with the Fund's prior written consent. Any amounts payable by the Fund under this Section 5 shall be satisfied only against the assets of the decision to purchase or the amount paid therefor;
b. The legality investment portfolio of the sale Fund involved in the claim, demand, action or suit and not against the assets of any securities or foreign currency positions by or for any Portfolio, or the propriety other investment portfolio of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
Appears in 1 contract
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is State Street shall not be responsible or liable for, and State Street will indemnify and hold PIMCO and each the Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will shall indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, costs, charges, counsel fees, payments payments, expenses and liabilities liability which may be asserted against or State Street, incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. All actions taken by State Street’s action Street pursuant to this Agreement or omission any instructions provided to act pursuant hereto; it hereunder, provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.and
2. The Fund's refusal or failure to comply with the terms of this Agreement (including without limitation the Fund's failure to pay or reimburse State Street’s Street under this indemnification provision), the Fund's negligence or willful misconduct, or the failure of any representation or warranty of the Fund hereunder to be and remain true and correct in all respects at all times.
B. State Street may request and obtain at the expense of the Fund the advice and opinion of counsel for the Fund or of its own counsel with respect to questions or matters of law, and it shall be without liability to the Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. If State Street reasonably believes that it could not prudently act according to the instructions of the Fund or the Fund's accountants or counsel, it may in its discretion, with notice to the Fund, not act according to such instructions.
C. State Street may rely upon the advice and statements of the Fund, the Fund's accountants and officers or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted, and State Street shall not be liable for any actions taken, in good faith, upon such advice and statements.
D. If the Fund requests State Street in any capacity to take any action which involves the payment of money as requested by PIMCOState Street, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way, State Street shall be indemnified and held harmless by the Fund against any liability on account of such action; provided, however, that nothing herein obligates shall obligate State Street to take any such action or expend its own monies except in its sole discretion.
3. E. State Street’s action or omission to act Street shall be protected in acting hereunder in reasonable reliance upon any Instructionsinstructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by . State Street shall be entitled to receive upon request as conclusive proof of any fact or matter required to be ascertained from the Fund hereunder a certificate signed by means an officer or designated representative of the Systems, as hereinafter defined, or any electronic system of communication.
4Fund. The Fund shall also provide State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel Street instructions with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received matter concerning this Agreement requested by State Street.
F. State Street shall not be responsible or liable for the failure or delay in performance of its obligations under this Agreement, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale those of any securities entity for which it is responsible hereunder, arising out of or foreign currency positions caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or for malfunction of any Portfolioutility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or the propriety of the amount for which the same are solda delay in mails; or
c. The legality of the issue governmental or sale of any Fund Sharesexchange action, statute, ordinance, rulings, regulations or the sufficiency of the amount to be received therefordirection; war, the legality of the repurchase or redemption of any Fund Sharesstrike, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.riot,
Appears in 1 contract
Samples: Investment Accounting and Transfer Agency Agreement (First Eagle Sogen Overseas Variable Fund)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s 's failure to comply with the terms of this Agreement or arising out of State Street’s 's (or its agents’ ' or delegees’') negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. State Street’s 's action or omission to act pursuant hereto; provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.
2. State Street’s 's payment of money as requested by PIMCO, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies in its sole discretion.
3. State Street’s 's action or omission to act hereunder in reasonable reliance upon any Instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defined, or any electronic system of communication.
4. State Street’s 's action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s 's counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State Street, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale of any securities or foreign currency positions by or for any Portfolio, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale of any Fund Shares, or the sufficiency of the amount to be received therefor, the legality of the repurchase or redemption of any Fund Shares, or the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividend.
6. Any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided by or on behalf of a Portfolio to State Street, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by PIMCO to price the Assets, or the failure of PIMCO to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform hereunder.
7. PIMCO's or any Fund's refusal or failure to comply with the terms hereof (including without limitation PIMCO's or any Fund's failure to pay or reimburse State Street under Section 5 or 6 hereof), PIMCO's or any Fund's negligence or willful misconduct, or the failure of any representation or warranty of PIMCO or any Fund hereunder to be and remain true and correct in all respects at all times.
8. The use or misuse, whether authorized or unauthorized, of the Systems or any electronic system of communication used hereunder, by PIMCO or by any person who acquires access to the Systems or such other systems through the terminal device, passwords, access instructions or other means of access to such Systems or such other system which are utilized by, assigned to or otherwise made exclusively available to PIMCO, except to the extent attributable to any negligence or willful misconduct by State Street.
9. Any money represented by any check, draft, wire transfer, clearinghouse funds, uncollected funds, or instrument for the payment of money to be received by State Street on behalf of a Portfolio until actually received; provided, however, that State Street will advise PIMCO promptly if it fails to receive any such money in the ordinary course of business and will cooperate with PIMCO toward the end that such money is received.
10. Except as provided in Section 3.P hereof, and subject to Section 5.B.1 hereof, loss occasioned by the acts, neglects, defaults or insolvency of any broker, bank, trust company, or any other person with whom State Street may deal.
11. The failure or delay in performance of its obligations hereunder, or those of any entity for which it is responsible hereunder, arising out of or caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control or ability to take preemptive measures against, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornadoes, acts of God or public enemy, revolutions, or insurrection.
Appears in 1 contract
Samples: Custody and Investment Accounting Agreement (Pimco Funds Multi Manager Series)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is State Street shall not be responsible or liable for, and State Street will indemnify and hold PIMCO and each the Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will shall indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, costs, charges, counsel fees, payments payments, expenses and liabilities liability which may be asserted against or State Street, incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. All actions taken by State Street’s action Street pursuant to this Agreement or omission any instructions provided to act pursuant hereto; it hereunder, provided that State Street has acted or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to the other for consequential, special, or punitive damages in any event.and
2. The Fund's refusal or failure to comply with the terms of this Agreement (including without limitation the Fund's failure to pay or reimburse State Street’s Street under this indemnification provision), the Fund's negligence or willful misconduct, or the failure of any representation or warranty of the Fund hereunder to be and remain true and correct in all respects at all times.
B. State Street may request and obtain at the expense of the Fund the advice and opinion of counsel for the Fund or of its own counsel with respect to questions or matters of law, and it shall be without liability to the Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion. If State Street reasonably believes that it could not prudently act according to the instructions of the Fund or the Fund's accountants or counsel, it may in its discretion, with notice to the Fund, not act according to such instructions.
C. State Street may rely upon the advice and statements of the Fund, the Fund's accountants and officers or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted, and State Street shall not be liable for any actions taken, in good faith, upon such advice and statements.
D. If the Fund requests State Street in any capacity to take any action which involves the payment of money as requested by PIMCOState Street, or the taking of any action which might make it or its nominee liable for payment of monies or in any other way, State Street shall be indemnified and held harmless by the Fund against any liability on account of such action; provided, however, that nothing herein obligates shall obligate State Street to take any such action or expend its own monies except in its sole discretion.
3. E. State Street’s action or omission to act Street shall be protected in acting hereunder in reasonable reliance upon any Instructionsinstructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executed, including any Instructions, communications, data or other information received by . State Street shall be entitled to receive upon request as conclusive proof of any fact or matter required to be ascertained from the Fund hereunder a certificate signed by means an officer or designated representative of the Systems, as hereinafter defined, or any electronic system of communication.
4Fund. The Fund shall also provide State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel Street instructions with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. Without limiting the generality of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of the issue of any securities purchased by or for any Portfolio, or the legality of the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received matter concerning this Agreement requested by State Street.
F. State Street shall not be responsible or liable for the failure or delay in performance of its obligations under this Agreement, or the propriety of the decision to purchase or the amount paid therefor;
b. The legality of the sale those of any securities entity for which it is responsible hereunder, arising out of or foreign currency positions caused, directly or indirectly, by circumstances beyond the affected entity's reasonable control, including, without limitation: any interruption, loss or for malfunction of any Portfolioutility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or the propriety a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornados, acts of the amount for which the same are sold; or
c. The legality of the issue God or sale of any Fund Sharespublic enemy, revolutions, or the sufficiency of the amount to be received thereforinsurrection.
G. EXCEPT FOR VIOLATIONS OF SECTION 9, the legality of the repurchase or redemption of any Fund SharesIN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, or the propriety of the amount to be paid thereforINCLUDING, or the legality of the declaration of any dividend by either FundWITHOUT LIMITATION TO THE OTHER PARTY, or the legality of the issue of any Fund Shares in payment of any stock dividendFOR CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THIS POSSIBILITY THEREOF.
Appears in 1 contract
Samples: Investment Accounting Agreement (First Eagle Sogen Funds Inc)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use be held to the standard of reasonable care and due diligence and act in good faith in performing its duties under carrying out the provisions of this Agreement. PIMCO and each Fund is not responsible or liable forHowever, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, reasonable counsel feesfees (including disbursements), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. ) State Street’s 's action or omission to act inaction pursuant hereto; provided that State Street has acted Street's action or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to inaction was not the other for consequential, special, result of its negligence or punitive damages in any event.willful misconduct;
2. ) State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which that might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. ) State Street’s 's action or omission to act inaction hereunder in reasonable reliance upon accordance with any InstructionsProper Instruction, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any Proper Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defineddefined in the Remote Access Services Addendum, or any electronic system of communication.;
4. ) State Street’s 's action or omission to act inaction in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO Fund at the expense of PIMCO Fund, or from counsel for State Street at the expense of State Street’s counsel at its own expense, or on the InstructionsProper Instruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase ) Any error, omission, inaccuracy or sale of any securities other deficiency in the Fund's accounts and records or foreign currency positions. Without limiting the generality other information provided to State Street by or on behalf of the foregoingFund, State Street is under no duty or obligation to inquire into:
a. The validity including the accuracy of the issue of any securities purchased prices quoted by or for any Portfoliothe Pricing Sources, or the legality of information supplied by Fund to value the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State StreetAssets, or the propriety failure of the decision Fund to purchase provide, or the amount paid thereforprovide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
b. The legality of 6) Fund's refusal or failure to comply with the sale of any securities terms hereof (including without limitation Fund's failure to pay or foreign currency positions by reimburse State Street under Section 5 hereof if, after final adjudication, Fund is found liable to State Street), Fund's negligence or for any Portfoliowillful misconduct, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale failure of any representation or warranty of Fund Shares, or the sufficiency of the amount hereunder to be received thereforand remain true and correct in all respects at all times;
7) Loss occasioned by the acts, the legality of the repurchase omissions, defaults or redemption insolvency of any Fund Sharesbroker, bank, trust company, securities system or any other person with whom State Street may deal in connection with the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendservices provided under this Agreement.
Appears in 1 contract
Samples: Investment Accounting Agreement (Wasatch Funds Inc)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use be held to the standard of reasonable care and due diligence and act in good faith in performing its duties under carrying out the provisions of this Agreement. PIMCO and each Fund However, State Street is not responsible or liable for, and Fund will indemnify State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s fees (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel feesincluding disbursements), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to:
1. ) State Street’s 's action or omission to act inaction pursuant hereto; provided that State Street has acted Street's action or failed to act in good faith and with due diligence and reasonable care; and provided further, that neither party is liable to inaction was not the other for consequential, special, result of its negligence or punitive damages in any event.willful misconduct;
2. ) State Street’s 's payment of money as requested by PIMCOFund, or the taking of any action which that might make it or its nominee liable for payment of monies or in any other way; provided, however, that nothing herein obligates State Street to take any such action or expend its own monies except in its sole discretion.;
3. ) State Street’s 's action or omission to act inaction hereunder in reasonable reliance upon accordance with any InstructionsProper Instruction, advice, notice, request, consent, certificate or other instrument or paper reasonably appearing to it to be genuine and to have been properly executed, including any Proper Instructions, communications, data or other information received by State Street by means of the Systems, as hereinafter defineddefined in the Remote Access Services Addendum, or any electronic system of communication.;
4. ) State Street’s 's action or omission to act inaction in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO Fund at the expense of PIMCO Fund, or from counsel for State Street at the expense of State Street’s counsel at its own expense, or on the InstructionsProper Instruction, advice or statements of any officer or employee of PIMCOFund, or the applicable Fund’s 's accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.;
5. The purchase ) Any error, omission, inaccuracy or sale other deficiency in the Fund's accounts and records or other information provided to State Street by or on behalf of any securities or foreign currency positions. Without limiting Fund, including the generality accuracy of the foregoing, State Street is under no duty or obligation to inquire into:
a. The validity of prices quoted by the issue of any securities purchased by or for any PortfolioPricing Sources, or the legality of information supplied by Fund to value the purchase thereof or of foreign currency positions, or evidence of ownership required by PIMCO to be received by State StreetAssets, or the propriety failure of the decision Fund to purchase provide, or the amount paid thereforprovide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder;
b. The legality of 6) Fund's refusal or failure to comply with the sale of any securities terms hereof (including without limitation Fund's failure to pay or foreign currency positions by reimburse State Street under Section 5 hereof if, after final adjudication, Fund is found liable to State Street), Fund's negligence or for any Portfoliowillful misconduct, or the propriety of the amount for which the same are sold; or
c. The legality of the issue or sale failure of any representation or warranty of Fund Shares, or the sufficiency of the amount hereunder to be received thereforand remain true and correct in all respects at all times;
7) Loss occasioned by the acts, the legality of the repurchase omissions, defaults or redemption insolvency of any Fund Sharesbroker, bank, trust company, securities system or any other person with whom State Street may deal in connection with the propriety of the amount to be paid therefor, or the legality of the declaration of any dividend by either Fund, or the legality of the issue of any Fund Shares in payment of any stock dividendservices provided under this Agreement.
Appears in 1 contract
Samples: Investment Accounting Agreement (Advantus Series Fund Inc)
LIMITATION OF LIABILITY OF STATE STREET. A. State Street shall at all times use reasonable care and due diligence and act in good faith in performing its duties under this Agreement. PIMCO and each Fund is not be responsible or liable for, and State Street will indemnify and hold PIMCO and each Fund harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against or incurred by PIMCO or any Fund or for which PIMCO or any Fund may be held to be liable, arising out of or attributable to State Street’s failure to comply with the terms of this Agreement or arising out of State Street’s (or its agents’ or delegees’) negligence, willful misconduct, or bad faith.
B. State Street is not responsible or liable for, and PIMCO will shall indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against loss or incurred by State Street or for which State Street may be held to be liable, liability arising out of or attributable to:
1. State Street’s 's action or omission to act pursuant hereto; provided that , except for any loss or damage arising from any negligent act or willful misconduct of State Street has acted Street. The Fund agrees to minimize any potential monetary loss(es) by reprocessing shareholder transactions or failed employing any other customary procedures to act in good faith and with due diligence and reasonable care; and provided further, that neither reduce such monetary loss(es). Neither party is shall be liable to the other for consequential, special, or punitive damages damages. State Street may request and obtain the advice and opinion of counsel for Fund or its own counsel at the expense of Fund with respect to questions or matters of law, and it shall be without liability to Fund for any action taken or omitted by it in good faith, in conformity with such advice or opinion.
B. State Street may rely upon the advice and statements of Fund, its distributor, its management company and its accountants, officers and other authorized individuals (as provided by corporate resolution to State Street) and others believed by it in good faith to be expert in matters upon which they are consulted. Actions or inaction taken in reliance on such advice and statements shall not be considered "negligent" and State Street shall not be liable for any actions taken in good faith upon such advice and statements.
C. If Fund requests State Street in any event.
2. State Street’s capacity to take any action which involves the payment of money as requested by PIMCOit, or the taking of any action which in State Street's opinion might make it or its nominee liable for payment of monies money or in any other way, State Street shall be and be kept indemnified by Fund in an amount and form satisfactory to State Street against any liability on account of such action; provided, however, however that nothing herein obligates State Street shall not be obligated to expend its own moneys or to take any such action or expend its own monies except in its State Street's sole discretion.
3. D. State Street shall be entitled to receive and Fund agrees to pay to State Street’s action or omission , on demand, reimbursement for such cash disbursements, costs and expenses as may be agreed upon in writing from time to act hereunder in reasonable reliance upon any Instructionstime by State Street and Fund.
E. State Street shall be prxxxxxxx xx xxxxxx xxxxxxxxx xxxx xxx instructions, advice, notice, request, consent, certificate or other instrument or paper appearing to it to be genuine and to have been properly executedexecuted and shall, including unless otherwise specifically provided herein, be entitled to receive as conclusive proof of any Instructionsfact or matter required to be ascertained from Fund as determined by State Street, communications, data instructions or a certificate signed by Fund's President or other information received officer of Fund as requested by State Street by means of the Systems, as hereinafter defined, or any electronic system of communicationStreet.
4. State Street’s action or omission to act in good faith reliance on the advice or opinion of counsel for PIMCO or of its own counsel with respect to questions or matters of law, which advice or opinion may be obtained by State Street from counsel for PIMCO at the expense of PIMCO or from State Street’s counsel at its own expense, or on the Instructions, advice or statements of any officer or employee of PIMCO, or the applicable Fund’s accountants or other authorized individuals, and other persons believed by it in good faith to be expert in matters upon which they are consulted.
5. The purchase or sale of any securities or foreign currency positions. F. Without limiting the generality of the foregoing, State Street is shall be under no duty or obligation to inquire into, and shall not be liable for:
a. (i) The validity of the issue of any securities assets purchased by or for any PortfolioFund, or the legality of the purchase thereof thereof, the validity, completeness, correctness or sufficiency of foreign currency positionsany loan documents, or the sufficiency of the evidence of ownership required by PIMCO to be received by State Streetof any assets of Fund, or the propriety of the decision to purchase or the amount paid thereforfor any assets;
b. (ii) The legality of the sale of any securities or foreign currency positions assets by or for any PortfolioFund, or the propriety of the amount for which the same are sold; or;
c. (iii) The legality of the issue or sale of any Fund Sharesshares of Fund, or the sufficiency of the amount to be received therefor, the therefore;
(iv) The legality of the repurchase or redemption of any Fund Sharesshares of Fund, or the propriety of the amount to be paid therefor, or the therefore; or
(v) The legality of the declaration of any dividend by either Fund, or the legality of the issue of any shares of Fund Shares in payment of any stock dividend.
G. State Street shall not be liable for, or considered to be the custodian of, any money represented by any check, draft, wire transfer, clearing house funds, uncollected funds, or instrument for the payment of money received by it on behalf of Fund, until State Street actually receives such money, provided only that it shall advise Fund promptly if it fails to receive any such moneys in the ordinary course of business, and use reasonable efforts and cooperate with Fund toward the end that such money shall be received.
H. Notwithstanding anything herein to the contrary, it is expressly understood and agreed that State Street shall have no responsibility to Fund, the Fund's shareowners or any other person or entity for moneys or securities of Fund held by banks or trust companies as custodians in the absence of negligence or willful misconduct of State Street.
I. State Street shall not use any information made available to it under the terms of this Agreement for any purpose other than complying with its duties and responsibilities under this Agreement or as specifically authorized by Fund in writing to State Street.
Appears in 1 contract
Samples: Recordkeeping Agreement (Pilgrim Senior Income Fund)