Common use of Limitations of Liability and Indemnification Clause in Contracts

Limitations of Liability and Indemnification. PNC shall not be responsible for and each Fund agrees severally and not jointly to indemnify, defend and hold PNC harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC or for which PNC may be held to be liable (a “Claim”) arising out of or attributable to any of the following: (a) any actions of PNC taken or omitted in connection with this Agreement except to the extent such Claim resulted from a negligent act or omission to act or willful misconduct by PNC in the performance of its duties hereunder; (b) PNC’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC from a Fund; (c) any instructions or requests from the Funds upon which PNC chooses, in its reasonable discretion, to act; (d) a Fund’s refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC shall have no liability for failing to file on a timely basis any material to be provided by the Funds that PNC has not received on a timely basis from the Funds. PNC shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds for filing or bear any liability arising out of the timely filing of such materials. Neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the discovery of such cause of action. Each party shall have the duty to mitigate damages for which the other party may become responsible. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party. Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply, functions or malfunctions of telecommunications services caused by any of the above, or laws or regulations imposed after the date of this Agreement. Should an event beyond PNC’s reasonable control occur, PNC will follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to mitigate and minimize any service interruptions or damages to the Funds. Each Fund agrees and acknowledges that PNC has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Funds prior to the date hereof. The Funds further agree to indemnify, defend and hold PNC harmless against any losses, claims, damages or liabilities to which PNC may become subject in connection with the conduct by the Funds prior to the date hereof.

Limitations of Liability and Indemnification. PNC PFPC shall not be responsible for and each Fund agrees severally and not jointly to the Company shall indemnify, defend and hold PNC PFPC harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ ' fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC PFPC or for which PNC PFPC may be held to be liable (a “"Claim”") arising out of or attributable to any of the following: (a) any actions of PNC PFPC taken or omitted in connection with this Agreement except to the extent such Claim resulted from a grossly negligent act or omission to act or willful misconduct by PNC PFPC in the performance of its duties hereunder; (b) PNC’s PFPC's reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC PFPC from a Fundthe Company; (c) any instructions or requests from the Funds Company upon which PNC PFPC chooses, in its reasonable discretion, to act; (d) a Fund’s the Company's refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a Fund’s the Company's negligence or misconduct or the breach of any representation or warranty of the Fund Company made herein. Without in any way limiting the foregoing, PNC PFPC shall have no liability for failing to file on a timely basis any material to be provided by the Funds Company that PNC PFPC has not received on a timely basis from the FundsCompany. PNC PFPC shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds Company for filing or bear any liability arising out of the timely filing of such materialsfiling. Neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the discovery filing of the suit or commencement of arbitration proceedings alleging such cause of action. Each party shall have the duty to mitigate damages for which the other party may become responsible. PFPC'S LIABILITY TO THE COMPANY AND ANY PERSON OR ENTITY CLAIMING THROUGH THE COMPANY FOR ANY LOSS, CLAIM, SUIT, CONTROVERSY, BREACH OR DAMAGE OF ANY NATURE WHATSOEVER (INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY ("LOSS") SHALL NOT EXCEED THE FEES RECEIVED BY PFPC FOR SERVICES PROVIDED HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE DATE OF SUCH LOSS. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party. Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC PFPC shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply, functions or malfunctions of telecommunications services caused by any of the above, or laws or regulations imposed after the date of this Agreement. Should an event beyond PNC’s reasonable control occur, PNC will follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to mitigate and minimize any service interruptions or damages to the Funds. Each Fund The Company agrees and acknowledges that PNC PFPC has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Funds Company or the Fund prior to the date hereof. The Funds Company further agree agrees to indemnify, defend and hold PNC PFPC harmless against any losses, claims, damages or liabilities to which PNC PFPC may become subject in connection with the conduct by the Funds Company or the Fund of such duties prior to the date hereof.

Limitations of Liability and Indemnification. PNC ABD shall not be responsible for and each the Fund agrees severally and not jointly to shall indemnify, defend and hold PNC ABD harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC ABD or for which PNC ABD may be held to be liable (a “Claim”) arising out of or attributable to any of the following: (a) any actions of PNC ABD taken or omitted in connection with this Agreement except to the extent such Claim resulted from a negligent act or omission to act or willful misconduct by PNC ABD in the performance of its duties hereunder; (b) PNCABD’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC ABD from a the Fund; (c) any instructions or requests from the Funds Fund upon which PNC ABD chooses, in its reasonable discretion, to act; (d) a the Fund’s refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a the Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC ABD shall have no liability for failing to file on a timely basis any material to be provided by the Funds Fund that PNC ABD has not received on a timely basis from the FundsFund. PNC ABD shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds Fund for filing or bear any liability arising out of the timely filing of such materials. Neither party The Fund shall not be responsible for and ABD shall indemnify, defend and hold the Fund harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ fee), losses, damages, charges, payments and liabilities of any sort or kind which may assert any cause of action be asserted against the other party Fund of for which the Fund may be held to be liable (a “Claim”) arising out of or attributable to any of the following: (a) ABD’s refusal or failure to comply with the terms of this Agreement; (b) ABD’s negligent act or negligent omission to act or willful misconduct in performance of its duties under this Agreement that accrued more than two Agreement; or (2c) years prior to the discovery ABD’s breach of such cause of actionany representation or warranty in this Agreement. Each party shall have the duty to mitigate damages for which the other party may become responsible. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party. Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC ABD shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply, functions or malfunctions of telecommunications services caused by any of the above, or laws or regulations imposed after the date of this Agreement. Should an event beyond PNC’s reasonable control occur, PNC will follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to mitigate and minimize any service interruptions or damages to the Funds. Each The Fund agrees and acknowledges that PNC ABD has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Funds Fund prior to the date hereof. The Funds Fund further agree agrees to indemnify, defend and hold PNC ABD harmless against any losses, claims, damages or liabilities to which PNC ABD may become subject in connection with the conduct by the Funds Fund of such duties prior to the date hereof.

Limitations of Liability and Indemnification. PNC ABD shall not be responsible for and each the Fund agrees severally and not jointly to shall indemnify, defend and hold PNC ABD harmless from and against any and all claims, costs, expenses (including reasonable attorneys’ ' fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC ABD or for which PNC ABD may be held to be liable (a “"Claim”") arising out of or attributable to any of the following: (a) any actions of PNC ABD taken or omitted in connection with this Agreement except to the extent such Claim resulted from a negligent act or omission to act or willful misconduct by PNC ABD in the performance of its duties hereunder; (b) PNC’s ABD's reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC ABD from a the Fund; (c) any instructions or requests from the Funds Fund upon which PNC ABD chooses, in its reasonable discretion, to act; (d) a the Fund’s 's refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a the Fund’s 's negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC ABD shall have no liability for failing to file on a timely basis any material to be provided by the Funds Fund that PNC ABD has not received on a timely basis from the FundsFund. PNC ABD shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds Fund for filing or bear any liability arising out of the timely filing of such materials. Neither party The Fund shall not be responsible for and ABD shall indemnify, defend and hold the Fund harmless from and against any and all claims, costs, expenses (including reasonable attorneys' fee), losses, damages, charges, payments and liabilities of any sort or kind which may assert any cause of action be asserted against the other party Fund of for which the Fund may be held to be liable (a "Claim") arising out of or attributable to any of the following: (a) ABD's refusal or failure to comply with the terms of this Agreement; (b) ABD's negligent act or negligent omission to act or willful misconduct in performance of its duties under this Agreement that accrued more than two Agreement; or (2c) years prior to the discovery ABD's breach of such cause of actionany representation or warranty in this Agreement. Each party shall have the duty to mitigate damages for which the other party may become responsible. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the party. Without limiting the generality of the foregoing or any other provisions of this Agreement, PNC ABD shall not be liable for delays or failures to perform any of the services or errors or loss of data occurring by reason of circumstances beyond its control, including, without limitation, acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure of the mails, transportation, communication or power supply, functions or malfunctions of telecommunications services caused by any of the above, or laws or regulations imposed after the date of this Agreement. Should an event beyond PNC’s reasonable control occur, PNC will follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to mitigate and minimize any service interruptions or damages to the Funds. Each The Fund agrees and acknowledges that PNC ABD has not prior to the date hereof assumed, and will not assume, any obligations or liabilities arising out of the conduct of the Funds Fund prior to the date hereof. The Funds Fund further agree agrees to indemnify, defend and hold PNC ABD harmless against any losses, claims, damages or liabilities to which PNC ABD may become subject in connection with the conduct by the Funds Fund of such duties prior to the date hereof.

Limitations of Liability and Indemnification. PNC Client shall not be responsible for and each Fund agrees severally and not jointly to indemnify, defend indemnify and hold PNC harmless KCC, its affiliates, members, directors, officers, employees, consultants, subcontractors and agents (collectively, the “Indemnified Parties”) harmless, to the fullest extent permitted by applicable law, from and against any and all losses, claims, costsdamages, judgments, liabilities and expenses (including reasonable attorneys’ fees)counsel fees and expenses) (collectively, losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against PNC or for which PNC may be held to be liable (a “ClaimLosses”) resulting from, arising out of or attributable related to any KCC’s performance of the following: (a) any actions of PNC taken or omitted in connection with this Agreement except to the extent such Claim resulted Services. Such indemnification shall exclude Losses resulting from a negligent act or omission to act KCC’s gross negligence or willful misconduct by PNC in the performance of its duties hereunder; (b) PNC’s reasonable reliance upon, or reasonable use of, information, data, records and documents received by PNC from a Fund; (c) any instructions or requests from the Funds upon which PNC chooses, in its reasonable discretion, to act; (d) a Fund’s refusal or failure to comply with the terms of this Agreement, or (e) any Claim that relates to a Fund’s negligence or misconduct or the breach of any representation or warranty of the Fund made herein. Without in any way limiting the foregoing, PNC shall have no liability for failing to file on a timely basis any material to be provided by the Funds that PNC has not received on a timely basis from the Funds. PNC shall have no responsibility to review the accuracy or adequacy of materials it receives from the Funds for filing or bear any liability arising out of the timely filing of such materials. Neither party may assert any cause of action against the other party under this Agreement that accrued more than two (2) years prior to the discovery of such cause of action. Each party shall have the duty to mitigate damages for which the other party may become responsible. In no event shall either party be liable hereunder for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by the partymisconduct. Without limiting the generality of the foregoing foregoing, Losses include any liabilities resulting from claims by any third-parties against any Indemnified Party. Client shall notify KCC in writing promptly upon the assertion, threat or commencement of any claim, action, investigation or proceeding that Client becomes aware of with respect to the Services provided by KCC. Except as provided herein, KCC’s liability to Client or any other provisions person making a claim through or under Client or in connection with Services for any Losses of this Agreementany kind, PNC shall not be liable for delays or failures to perform any even if KCC has been advised of the services possibility of such Losses, whether direct or errors indirect and unless due to gross negligence or loss willful misconduct of data occurring by reason of circumstances beyond its controlKCC, including, without limitation, acts of civil shall be limited to the total amount billed or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, terrorist acts, riots or failure billable for the portion of the mails, transportation, communication or power supply, functions or malfunctions of telecommunications services caused by any of the above, or laws or regulations imposed after the date of this Agreement. Should an event beyond PNC’s reasonable control occur, PNC will follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to mitigate and minimize any service interruptions or damages particular work which gave rise to the Fundsalleged Loss. Each Fund agrees and acknowledges that PNC has not prior to the date hereof assumedIn no event shall KCC’s liability for any Losses, and will not assumewhether direct or indirect, any obligations or liabilities arising out of the conduct Services exceed the greater of (i) the total amount billed and paid by or through Client for the Services and (ii) solely in the event of any loss of the Funds prior to Amount Held caused by KCC’s gross negligence or willful misconduct, the date hereoftotal Amount Held under Section 6. The Funds further agree to indemnifyIn no event shall KCC be liable for any indirect, defend and hold PNC harmless against any losses, claims, special or consequential damages such as loss of anticipated profits or liabilities to which PNC may become subject other economic loss in connection with or arising out of the conduct by the Funds prior to the date hereofServices. Except as expressly set forth herein, KCC makes no representations or warranties, express or implied, including, but not limited to, any implied or express warranty of merchantability, fitness or adequacy for a particular purpose or use, quality, productiveness or capacity. The provisions of this Section 8 shall survive termination of Services.